<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1996
REGISTRATION NO. 333-15409
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 2
ON
FORM S-8
TO
FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
COMMONWEALTH OF THE BAHAMAS 98-0136554
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
------------------------
CORAL TOWERS
PARADISE ISLAND, THE BAHAMAS
(809) 363-2516
(Address of Principal Executive Offices)
------------------------
GRIFFIN GAMING & ENTERTAINMENT, INC. 1994 STOCK OPTION PLAN
RESORTS INTERNATIONAL, INC. SENIOR MANAGEMENT STOCK OPTION PLAN
(Full title of the plans)
------------------------
JOHN CORBISHLEY
SUN INTERNATIONAL HOTELS LIMITED
10TH FLOOR, 1415 E. SUNRISE BLVD.
FT. LAUDERDALE, FLORIDA 33304
(954) 713-2500
(Name, address, including zip code, and telephone number,
including area code, of agent of service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
CHARLES D. ADAMO, ESQ. JAMES M. EDWARDS, ESQ.
SUN INTERNATIONAL HOTELS LIMITED CRAVATH, SWAINE & MOORE
CORAL TOWERS WORLDWIDE PLAZA
PARADISE ISLAND 825 EIGHTH AVENUE
THE BAHAMAS NEW YORK, NEW YORK 10019
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES PURSUANT TO
THE PLANS: Promptly after the filing of this Post-Effective Amendment.
*Filed as a Post-Effective Amendment on Form S-8 to such Form F-4
Registration Statement pursuant to the procedure described herein. See
"INTRODUCTORY STATEMENT".
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
INTRODUCTORY STATEMENT
Sun International Hotels Limited ("Sun") hereby amends its Registration
Statement on Form F-4 (No. 333-15409) (the "Form F-4") by filing this
Post-Effective Amendment No. 2 on Form S-8 (the "Post-Effective Amendment")
relating to the sale of up to 268,749 Ordinary Shares, par value $.001 per
share, of Sun ("Sun Ordinary Shares") issuable upon the exercise of stock
options granted under The Griffin Gaming & Entertainment, Inc. 1994 Stock Option
Plan and The Resorts International, Inc. Senior Management Stock Option Plan
(the "Plans").
On December 16, 1996, Sun Merger Corp., a Delaware corporation and a wholly
owned subsidiary of Sun ("Sub"), was merged with and into Griffin Gaming &
Entertainment, Inc., a Delaware corporation ("GGE"). As a result of such merger
(the "Merger"), GGE became a wholly owned subsidiary of Sun and each outstanding
share (other than shares owned by Sun, GGE or any subsidiary of Sun or GGE) of
Common Stock, par value $.01 per share, of GGE ("GGE Common Stock") has been
converted into .4324 of a Sun Ordinary Share. In addition, each outstanding
option issued pursuant to the Plans will no longer be exercisable for shares of
GGE Common Stock, but instead, will constitute an option to acquire, on
substantially the same terms and conditions as were applicable under such
options, Sun Ordinary Shares.
The Post-Effective Amendment relates only to the Sun Ordinary Shares
issuable on the exercise of stock options under the Plans. It is the second
Post-Effective Amendment to the Form F-4.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
have been or will be sent or given to participating employees as specified by
Rule 428(b)(1) under the Securities Act of 1933 (the "Act"). These documents and
the documents incorporated by reference into this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Sun with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Sun's Annual Report on Form 20-F for the fiscal year ended December
31, 1995;
(b) All other reports filed by Sun pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since December 31, 1995; and
(c) The description of Sun Ordinary Shares set forth in Sun's
Registration Statements filed pursuant to Section 12 of the Exchange
Act and any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 56 of the International Business Companies Act, 1989 (the "IBCA")
empowers a company incorporated under the IBCA to indemnify against all
expenses, including legal fees, and against all judgements, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who (a) is or was a party
or is threatened to be made a party to any threatened, pending or completed
proceedings, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, an officer or a liquidator of
the company; or (b) is or was, at the request of the company, serving as a
director, officer or liquidator of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust or other enterprise,
PROVIDED, HOWEVER, that such indemnification only be provided to a person if the
person acted honestly and in good faith with a view to the best interests of the
company and, in the case of criminal proceedings, the person had no reasonable
cause to believe that his conduct was unlawful. The decision of the directors as
to whether the person acted honestly and in good faith and with a view to the
best interests
3
<PAGE>
of the company and as to whether the person had no reasonable cause to believe
that his conduct was unlawful is, in the absence of fraud, sufficient for the
purpose of the IBCA unless a question of law is involved.
Sun provided for indemnification of its directors and officers pursuant to
Article 85 of the Sun Articles of Association, as amended, which provides that,
net of any indemnification an officer or director of Sun receives from another
source, Sun will indemnify its officers and directors to the fullest extent
permitted by the IBCA.
Sun has purchased directors' and officers' liability insurance policies
indemnifying its officers and directors and the officers and directors of its
subsidiaries against claims and liabilities (with stated exceptions) to which
they may become subject by reason of their positions with Sun or its
subsidiaries as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<C> <S>
*4.1 Amended and Restated Memorandum of Association of the Registrant.
4.2 Articles of Association of the Registrant adopted April 28, 1995, as amended
(incorporated by reference to Exhibits 3.3 and 3.4 of Registration Statement No.
33-80477 of the Registrant on Form F-3).
4.3 Form of Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 of
Registration Statement No. 33-80477 of the Registrant on Form F-3).
4.4 Form of Registration Rights Agreement among the Registrant, Fidelity Management and
Research Company and TCW Special Credits (incorporated by reference to Exhibit 2.3 of
the 1994 Annual Report of the Registrant on Form 20-F, as amended by Amendment No. 1
thereto, File No. 0-22794).
4.5 Form of Amendment No. 1 to the Registration Rights Agreement among the Registrant,
Fidelity Management and Research Company and TCW Special Credits (incorporated by
reference to Exhibit 4.4 of Registration Statement No. 33-89250 of the Registrant on
Form F-1, as amended by Amendment No. 2 thereto).
4.6 The Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan.
4.7 The Resorts International, Inc. Senior Management Stock Option Plan.
5.1 Opinion of Harry B. Sands and Company, as to the legality of the securities being
registered.
23.1 Consent of Arthur Andersen (in respect of their January 31, 1996 report incorporated
by reference to the 1995 Annual Report of the Registrant on Form 20-F).
23.2 Consent of Arthur Andersen LLP (in respect of their December 15, 1996 report
regarding the Mohegan Tribal Gaming Authority incorporated by reference to Sun's
report on Form 6-K dated January 30, 1996).
23.3 Consent of Ernst & Young, LLP (in respect of their July 14, 1994 report incorporated
by reference to the 1995 Annual Report of the Registrant on Form 20-F).
23.4 Consent of Harry B. Sands and Company (included in Exhibit 5.1).
*24.1 Power of Attorney of Solomon Kerzner.
</TABLE>
- - ------------------------
* Previously filed.
4
<PAGE>
<TABLE>
<C> <S>
*24.2 Power of Attorney of Derek Hawton.
*24.3 Power of Attorney of Peter Buckley.
*24.4 Power of Attorney of Howard Marks.
*24.5 Power of Attorney of Eric Siegel.
*24.6 Power of Attorney of John Allison.
*24.7 Power of Attorney of John Corbishley.
</TABLE>
- - ------------------------
* Previously filed.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment ot 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;
(b) 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 offer thereof;
(c) 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;
(d) 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
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 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
(e) 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 indemnification by it is against public
policy as expressed in the Act and will governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
THE REGISTRANT. 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 New York, State of New York, on the 17th day of
December, 1996.
SUN INTERNATIONAL HOTELS LIMITED
By: /s/ CHARLES D. ADAMO
------------------------------------------
Name: Charles D. Adamo
Title: EXECUTIVE VICE PRESIDENT-GENERAL
COUNSEL
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
- - --------------------------------------------- ------------------------------------------ ----------------------
<C> <S> <C>
Chairman of the Board of
* Directors and Chief Executive
------------------------------------ Officer (Principal Executive December 17, 1996
Solomon Kerzner Officer)
*
------------------------------------ Director December 17, 1996
Derek Hawton
*
------------------------------------ Director December 17, 1996
Peter Buckley
*
------------------------------------ Director December 17, 1996
Howard Marks
*
------------------------------------ Director December 17, 1996
Eric Siegel
* Chief Financial Officer and
------------------------------------ Secretary (Principal Financial December 17, 1996
John Allison Officer)
*
------------------------------------ Authorized Representative in the December 17, 1996
John Corbishley United States
</TABLE>
*By: /s/ CHARLES D. ADAMO
-------------------------
Charles D. Adamo
ATTORNEY-IN-FACT
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
4.6 Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan.
4.7 Resorts International, Inc. Senior Management Stock Option Plan.
5.1 Opinion of Harry B. Sands and Company, as to the legality of the securities being registered.
23.1 Consent of Arthur Andersen (in respect of their January 31, 1996 report incorporated by reference to the
1995 Annual Report of the Registrant on Form 20-F).
23.2 Consent of Arthur Andersen LLP (in respect of their December 15, 1995 report regarding the Mohegan Tribal
Gaming Authority incorporated by reference to Sun's Report on Form 6-K dated January 30, 1996).
23.3 Consent of Ernst & Young, LLP (in respect of their July 14, 1994 report incorporated by reference to the
1995 Annual Report of the Registrant on Form 20-F).
</TABLE>
7
<PAGE>
EXHIBIT 4.6
GRIFFIN GAMING & ENTERTAINMENT, INC.
1994 Stock Option Plan
(as amended on May 10, 1996)
1. Purpose
Griffin Gaming & Entertainment, Inc. ("GGE"), a Delaware corporation
formerly known as Resorts International, Inc., by means of this Stock Option
Plan (the "Plan"), desires to afford certain of its directors, officers, key
employees, consultants and others providing services to GGE, and the
directors, officers and key employees of, and consultants and others
providing services to, any subsidiary thereof now existing or hereafter
formed or acquired, an opportunity to acquire a proprietary interest in GGE,
and thus to create in such persons an increased interest in and a greater
concern for the welfare of GGE and any subsidiary. As used in the Plan, the
term "subsidiary" shall mean any entity in which GGE, directly or indirectly,
owns a controlling interest.
The stock options described in Sections 6, 7 and 8 (the "Options"), and
the shares of common stock, $.01 par value per share, of GGE (the "Common
Stock") acquired pursuant to the exercise of such Options are a matter of
separate inducement and are not in lieu of any salary or other compensation
for services.
The Options granted under Section 6 are intended to be either incentive
stock options ("Incentive Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or options that do not
meet the requirements for Incentive Options ("Non-Qualified Options"), but
GGE makes no warranty as to the qualification of any Option as an Incentive
Option.
2. Administration
The Plan shall be administered by the Option Committee, or any successor
thereto, of the Board of Directors of GGE or by such other committee as
determined by the Board (the "Committee"). The Committee shall consist of not
less than two members of the Board of Directors of GGE, each of whom shall
qualify as a "disinterested person" to administer the Plan within the meaning
of Rule 16b-3, as amended, or other applicable rules under Section 16(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
each of whom shall qualify as an "outside director" within the meaning of
Section 162(m) of the Code. The Committee shall administer the Plan so as to
conform at all times with the provisions of Section 16(b) of the Exchange Act
and Rule 16b-3 promulgated thereunder. A majority of the Committee shall
constitute a quorum, and subject to the provisions of Section 5 the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts approved unanimously in writing by the Committee, shall be the acts
of the Committee.
-1-
<PAGE>
The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. The
Committee may employ attorneys, consultants, accountants, or other persons
and the Committee, GGE and its officers and directors shall be entitled to
rely upon the advice, opinions or valuations of any such persons. All actions
taken and all interpretations and determinations made by the Committee in
good faith shall be final and binding upon all persons who have received
grants under the Plan, GGE and all other interested persons. No member or
agent of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan
and all members and agents of the Committee shall be fully protected by GGE
in respect of any such action, determination or interpretation.
3. Shares Available
Subject to the adjustments provided in Section 10, the maximum aggregate
number of shares of Common Stock which may be purchased pursuant to the
exercise of Options granted under the Plan shall not exceed 966,685 shares.
If, for any reason, any shares as to which Options have been granted cease to
be subject to purchase thereunder, including without limitation the
expiration of such Options, the termination of such Options prior to exercise
or the forfeiture of such Options, such shares thereafter shall be available
for grants to such individual or other individuals under the Plan unless such
shares, if so made available, would not be exempt under Section 16(b) of the
Exchange Act pursuant to Rule 16b-3. Options granted under the Plan may be
fulfilled in accordance with the terms of the Plan with either authorized and
unissued shares of Common Stock or issued shares of such Common Stock held in
GGE's treasury or both, at the discretion of GGE.
4. Eligibility and Bases of Participation
Grants under the Plan (i) may be made, pursuant to Section 6, to key
employees and officers of GGE or any subsidiary thereof who are regularly
employed on a salaried basis by GGE or any subsidiary thereof and who are so
employed on the date of such grant (the "Officer and Key Employee
Participants"), (ii) may be made, pursuant to Section 6, to directors of GGE,
other than Committee Participants (as defined below), who are not employees
and who are retained in such capacity on the date of such grant (the
"Director Participants"), (iii) may be made, pursuant to Section 7, to
individuals who serve on the Committee or have been named to serve on the
Committee in the future (the "Committee Participants"), and (iv) may be made,
pursuant to Section 8, to directors of any subsidiary of GGE and to
consultants and others providing services to GGE or any subsidiary thereof
(the "Subsidiary and Consultant
-2-
<PAGE>
Participants").
The Officer and Key Employee Participants and the Director Participants
collectively are referred to as the "Grant Participants".
5. Authority of Committee
Subject to and not inconsistent with the express provisions of the Plan
and the Code, the Committee shall have plenary authority, in its sole
discretion, to:
a. other than with respect to Committee Participants, determine the
persons to whom Options shall be granted, the time when such Options
shall be granted, the number of Options, the purchase price or
exercise price of each Option, the restrictions to be applicable to
Options and the other terms and provisions thereof (which need not
be identical);
b. provide an arrangement through registered broker-dealers whereby
temporary financing may be made available to an optionee by the
broker-dealer, under the rules and regulations of the Federal
Reserve Board, for the purpose of assisting the optionee in the
exercise of an Option, such authority to include the payment by GGE
of the commissions, fees and charges of the broker-dealer;
c. establish procedures for an optionee to pay the exercise price of an
Option in whole or in part by delivering that number of shares owned
by such optionee or by withholding from the shares otherwise
issuable upon the exercise of the Option that number of shares
having a Fair Market Value on the date preceding the date of
exercise which shall equal the Option exercise price for the number
of shares of Common Stock as to which the optionee desires to
exercise the Option;
d. establish procedures for the collection of any taxes required by any
government to be withheld or otherwise deducted and paid by GGE or
any subsidiary in respect of the issuance or disposition of Common
Stock acquired pursuant to the exercise of an Option granted
hereunder, which procedures may include payment in whole or in part
through the delivery of shares of Common Stock owned by the optionee
or withholding from the shares otherwise issuable upon exercise of
the Option, valued on the basis of the Fair Market Value on the date
preceding such exercise;
e. prescribe, amend, modify and rescind rules and regulations relating
to the Plan;
-3-
<PAGE>
f. make all determinations specified in or permitted by the Plan or
deemed necessary or desirable for its administration or for the
conduct of the Committee's business; and
g. establish any procedures determined to be appropriate in
discharging its responsibilities under the Plan.
6. Stock Options for Grant Participants
The Committee shall have the authority, in its sole discretion, to grant
Incentive Options or Non-Qualified Options or both Incentive Options and
Non-Qualified Options to Grant Participants (any such Options, the
"Participant Options") during the period beginning on May 3, 1994 (the
"Effective Date") and ending May 3, 2004 (the "Termination Date").
Notwithstanding anything contained herein to the contrary, Incentive Options
may be granted only to Officer and Key Employee Participants. As a condition
to the granting of any Participant Option, the Committee shall require that
the person receiving such Participant Option agree not to sell or otherwise
dispose of such Participant Option, any Common Stock acquired pursuant to
such Participant Option or any other "derivative security" (as defined by
Rule 16a-1(c) under the Exchange Act) for a period of six months following
the later of (A) the date of the grant of such Participant Option or (B) the
date when the exercise price of such Participant Option is fixed if such
exercise price is not fixed at the date of grant of such Participant Option.
The terms and conditions of the Participant Options shall be determined from
time to time by the Committee; provided, however, that the Participant
Options granted under the Plan shall be subject to the following:
a. Exercise Price. The exercise price for each share of Common Stock
purchasable under any Participant Option granted hereunder shall be
such amount as the Committee, in its best judgment, shall
determine to be not less than 100% of the Fair Market Value per share
at the date the Participant Option is granted; PROVIDED, HOWEVER,
that in the case of an Incentive Option granted to a person who, at
the time such Incentive Option is granted, owns shares of capital
stock of GGE, or of any subsidiary of GGE, having more than 10% of
the total combined voting power of all classes of shares of capital
stock of GGE or of such subsidiary, the exercise price for each
share shall be not less than 110% of the Fair Market Value per
share (as determined by the Committee) at the date the Incentive
Option is granted. In determining the stock ownership of a person
for purposes of this Section 6, the rules of Section 424(d) of the
Code shall be applied and the Committee may rely on representations
of fact made to it by such person and believed by it to be true. The
-4-
<PAGE>
exercise price of the Participant Options will be subject to
adjustment in accordance with the provisions of Section 10.
b. Payment. The exercise price per share of Common Stock with respect
to each Participant Option shall be payable at the time the
Participant Option is exercised. Such price shall be payable in
cash, which may be paid by wire transfer in immediately available
funds, by check, by a commitment by a broker-dealer to pay to GGE
that portion of any sale proceeds receivable by the optionee upon
exercise of a Participant Option or by any other instrument
acceptable to GGE or, in the discretion of the Committee, by
delivery to GGE of shares of Common Stock or by any other method
permitted pursuant to Section 5. Shares delivered to or withheld
by GGE in payment of the exercise price shall be valued at the Fair
Market Value of the Common Stock on the day preceding the date of
the exercise of the Participant Option.
c. Limit On Annual Option Grants. No Officer and Key Employee
Participant may be granted in any fiscal year Participant Options
under the Plan cumulatively exercisable for more than 100,000
shares of Common Stock.
d. Continuation of Employment. Notwithstanding anything else
contained herein, each Option granted to an Officer and Key
Employee Participant by its terms shall require the optionee to
remain in the continuous employ of GGE or any subsidiary thereof
for at least six months (or three months in case of an Incentive
Option or such other time period as may apply pursuant to
Section 6.f. or 6.g.) from the date of grant of the Option, before
the right to exercise any part of the Option will accrue.
e. Exercisability of Participant Options. Subject to this Section 6
and Section 9, each Participant Option shall vest and become
exercisable on the dates and in the amounts set forth in the
particular stock option agreement between GGE and the optionee,
PROVIDED, HOWEVER, that a Participant Option shall expire not later
than ten years from the date such Option is granted; and PROVIDED,
FURTHER, HOWEVER, that in the case of an Incentive Option granted
to a person who, at the time such Incentive Option is granted, owns
shares of capital stock of GGE, or of any subsidiary of GGE, having
more than 10% of the total combined voting power of all classes of
shares of capital stock of GGE or of such subsidiary, such
Incentive Option shall expire not later than five years from the
date such Incentive Option is granted. The right to purchase
shares shall be
-5-
<PAGE>
cumulative so that when the right to purchase any shares has
accrued such shares or any part thereof may be purchased at any
time thereafter until the expiration or termination of the
Participant Option.
f. Death. In the event of the death of an optionee, all Participant
Options held by such optionee on the date of such death shall vest
in full and become immediately exercisable. Upon such death, the
legal representative of such optionee, or such person who acquired
such Participant Options by bequest or inheritance or by reason of
the death of the optionee, shall have the right for one year after
the date of death (but not after the expiration or termination of
the Participant Options), to exercise such optionee's Participant
Options with respect to all or any part of the shares of Common
Stock subject thereto.
g. Disability. If the employment of an optionee is terminated because
of Disability (as defined in Section 12), all Participant Options
held by such optionee on the date of such termination shall vest in
full and become immediately exercisable. Such optionee shall have
the right for one year after the date of such termination (but not
after the expiration or termination of the Participant Options), to
exercise such optionee's Participant Options with respect to all or
any part of the shares of Common Stock subject thereto.
h. Retirement. In the event the employment of an Officer and Key
Employee Participant is terminated by reason of the Retirement (as
defined in Section 12) of the optionee, all Participant Options held
by such optionee on the date of such termination shall vest in full
and become immediately exercisable. Such optionee shall have the
right for three months after the date of such termination (but not
after the expiration or termination of the Participant Options), to
exercise such optionee's Participant Options with respect to all or
any part of the shares of Common Stock subject thereto, except that
if such optionee at the time of Retirement serves as a director of
GGE such options shall remain exercisable as provided in Section 6.j.
The Committee, in its discretion, shall determine whether an
optionee's employment was terminated by reason of Retirement and
whether such optionee is entitled to the treatment afforded by this
subsection h.
i. Other Termination or For Cause. If the employment of an Officer
and Key Employee Participant is terminated for any reason other
than those specified in subsections f., g. and h. of this Section 6,
such optionee shall have the
-6-
<PAGE>
right for three months after the date of such termination (but not after
the expiration or termination of the Participant Options), to exercise
such optionee's Participant Options with respect to all or any part of
the shares of Common Stock which such optionee was entitled to purchase
immediately prior to the time of such termination, except that if such
optionee at the time of such termination serves as a director of GGE such
options shall remain exercisable as provided in Section 6.j and if such
optionee's employment was terminated by GGE or any subsidiary for good
cause, such optionee immediately shall forfeit all rights under his or
her Participant Options except as to the shares of Common Stock already
purchased. For the purposes of the Plan, the term "for good cause" shall
mean: (a) with respect to an optionee who is a party to a written
employment agreement with GGE or any subsidiary which contains a
definition of "for good cause" or "for cause" (or words of like import)
for purposes of termination of employment thereunder by GGE or any
subsidiary thereof, "for good cause" or "for cause" as defined therein;
or (b) in all other cases as determined, in its sole discretion, by the
Committee or the Board of Directors: (i) the wanton or willful commission
by an optionee of an act, or the wanton or willful omission or failure
to act, that causes substantial damage (by reason, without limitation,
of financial exposure or loss or damage to reputation or goodwill) to GGE
or any subsidiary; (ii) the commission by the optionee of an act of fraud,
intentional misrepresentation, embezzlement, misappropriation or
conversion in the performance of such optionee's duties on behalf of GGE
or any subsidiary; (iii) conviction of the optionee for commission of a
felony; or (iv) the continuing failure of an optionee to perform the
material duties of such optionee to GGE or any subsidiary.
j. Cessation Of Directorship. In the event a Grant Participant shall cease
to be a director of GGE, such optionee shall have the right for one year
after the date of such cessation (but not after the expiration or
termination of the Participant Options), to exercise such optionee's
Participant Options with respect to all or any part of the shares of
Common Stock subject thereto.
k. Maximum Exercise. To the extent the aggregate Fair Market Value of
Common Stock (determined at the time of the grant) with respect to which
Incentive Options are exercisable for the first time by an optionee during
any calendar year under all plans of GGE or any subsidiary, exceeds
$100,000, or such other amount as may be prescribed under Section 422 of
the Code or applicable regulations or rulings from time to time, the excess
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thereof shall be treated as Non-Qualified Options and not as Incentive
Options.
7. Stock Option Grants To Committee Participants
During the term of the Plan, on the date that a director of GGE commences
service on the Committee (which in the case of the initial members of the
Committee shall be deemed to be at least twenty trading days following the
Effective Date), such Committee Participant automatically shall be granted a
Non-Qualified Option to purchase 2,000 shares of Common Stock, which
Non-Qualified Option except as otherwise provided in this Section 7 or
Section 9 shall be exercisable upon grant as to 50% of the shares covered
thereby and shall be exercisable as to the remaining 50% of the shares
covered thereby on the first anniversary of being granted. During the term of
the Plan on the third business day following the date of any annual meeting
of the holders of the Common Stock at which directors are elected, each
person who on such day is a Committee Participant automatically shall be
granted a Non-Qualified Option to purchase 1,000 shares of Common Stock,
which Non-Qualified Option, except as otherwise provided in this Section 7
or Section 9, shall be fully exercisable upon grant as to all of the shares
covered thereby. A Non-Qualified Option granted to a Committee Participant
pursuant to this Section 7 is referred to as a "Committee Option". If, on any
date upon which Committee Options are to be granted hereunder, the number of
shares of Common Stock remaining available for issuance under the Plan is
insufficient for the grant of the total number of Committee Options to all
Committee Participants otherwise entitled thereto pursuant to this Section 7,
each Committee Participant shall receive Committee Options to purchase a
proportionate number of the available number of shares remaining (rounded
down to the greatest number of whole shares of Common Stock available). As a
condition to the granting of any Committee Option, the person receiving such
Committee Option shall agree not to sell or otherwise dispose of such
Committee Option, any Common Stock acquired pursuant to such Committee Option
or any other "derivative security" (as defined in Rule 16a-1(c) under the
Exchange Act) for a period of six months following the later of (A) the date
of the grant of such Committee Option or (B) the date when the exercise price
of such Committee Option is fixed if such exercise price is not fixed at the
date of grant of such Option. The terms and conditions of the Committee
Options shall be as follows:
a. Option Price. The exercise price of each share of Common Stock purchasable
under any Committee Options shall be such amount as the Committee, in its
best judgment, shall determine to be 100% of the Fair Market Value per
share at the date the Committee Option is granted.
b. Payment. The exercise price per share of Common Stock with respect to each
Committee Option and any withholding
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tax due in connection with such exercise may be paid by any of the methods
described under Sections 6.b. and 5.d., respectively, unless GGE at the
time is prohibited from purchasing or acquiring shares of its Common Stock.
c. Exercisability. Notwithstanding anything to the contrary in the Plan, no
Committee Option shall be exercisable after the earlier of (i) the
expiration of ten years from the date such Committee Option is granted and
(ii) one year after such Committee Participant ceases for any reason to be
a director of GGE. The right to purchase shares under any Committee Option
shall be cumulative so that when the right to purchase any shares has
accrued such shares or any part thereof may be purchased at any time there-
after until the expiration or termination of the Committee Option.
d. Death. In the event of the death of any Committee Participant, all
Committee Options held by such Committee Participant on the date of death
shall vest in full and become immediately exercisable. Upon such death, the
estate of the Committee Participant shall have the right for one year after
the date of death (but not after the expiration or termination of such
Committee Options), to exercise such Committee Participant's Committee
Options with respect to all or any part of the shares of Common Stock
subject thereto.
e. Amendment. The provisions of this Section 7 shall not be amended more
than one time in any six month period, other than to comport with the
amendments to the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules and regulations thereunder.
8. Stock Options for Subsidiary and Consultant Participants
The Committee shall have the authority, in its sole discretion, to grant
Non-Qualified Options to Subsidiary and Consultant Participants (any such
options, the "S&C Options") during the period beginning on the Effective Date
and ending on the Termination Date. As a condition to the granting of any S&C
Option, the Committee shall require that the person receiving such S&C Option
agree not to sell or otherwise dispose of such S&C Option, any Common Stock
acquired pursuant to such S&C Option or any other "derivative security" (as
defined by Rule 16a-1(c) under the Exchange Act) for a period of six months
following the later of (A) the date of the grant of such S&C Option or (B)
the date when the exercise price of such S&C Option is fixed if such exercise
price is not fixed at the date of grant of such S&C Option. The terms and
conditions of the S&C Options shall be determined from time to time by the
Committee.
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9. Change of Control
Notwithstanding any provision herein to the contrary, upon the occurrence
of an event constituting a Change of Control (as defined in Section 12), all
Options granted under the Plan immediately shall become fully exercisable.
10. Adjustment of Shares
In the event the outstanding shares of Common Stock shall be increased or
decreased or changed into or exchanged for a different number or kind of
shares of stock or other securities of GGE or another corporation by reason
of any consolidation, merger, combination, liquidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares or other like change in capital
structure of GGE, the number or kind of shares or interests subject to an
Option and the per share price or value thereof shall be appropriately
adjusted by the Committee at the time of such event, provided that each
optionee's position with respect to the Option and the per share price or
value thereof, as a result of such adjustment, shall not be worse than it had
been immediately prior to such event. Any fractional shares or interests
resulting from such adjustment shall be eliminated. Notwithstanding the
foregoing, (i) each such adjustment with respect to an Incentive Option shall
comply with the rules of Section 424(a) of the Code and (ii) in no event
shall any adjustment be made that would render any Incentive Option other
than an "incentive stock option" for purposes of Section 422 of the Code. In
addition, in such event the Board of Directors of GGE shall appropriately
adjust the number of shares of Common Stock for which Options may be granted
under the Plan.
11. Miscellaneous Provisions
a. Assignment or Transfer. No grant of any "derivative security" (as
defined by Rule 16a-1(c) under the Exchange Act) made under the Plan
and no rights or interests therein shall be assignable or transferable
by an optionee except by will or the laws of descent and distribution
or, except as to Incentive Options, pursuant to a qualified domestic
relations order as defined in the Code. During the lifetime of an
optionee, Options granted hereunder shall be exercisable only by the
optionee or the optionee's guardian or legal representative.
b. Investment Representation. If a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock issuable upon exercise of an Option is
not in effect at the time such Option is exercised, GGE may require, for
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the sole purpose of complying with the Securities Act, that prior to
delivering such Common Stock to the exercising optionee such optionee
must deliver to the Secretary of GGE a written statement (i)
representing that such Common Stock is being acquired for investment
only and not with a view to the resale or distribution thereof; (ii)
acknowledging that such Common Stock may not be sold unless registered
for sale under the Securities Act or pursuant to an exemption from such
registration and (iii) agreeing that the certificates representing such
Common Stock shall bear a legend to the foregoing effect.
c. Costs and Expenses. The costs and expenses of administering the Plan
shall be borne by GGE and shall not be charged against any Option nor
to any person receiving an Option.
d. Funding of Plan. The Plan shall be unfunded. GGE shall not be
required to make any segregation of assets to assure the satisfaction of
any Option under the Plan.
e. Other Incentive Plans. The adoption of the Plan does not preclude the
adoption by appropriate means of any other incentive plan for employees.
f. Effect on Employment. Nothing contained in the Plan or any agreement
related hereto or referred to herein shall affect, or be construed as
affecting, the terms of employment of any Grant Participants except to
the extent specifically provided herein or therein. Nothing contained
in the Plan or any agreement related hereto or referred to herein shall
impose, or be construed as imposing, an obligation on (i) GGE or any
subsidiary to continue the employment of any Grant Participant or (ii)
any Grant Participant to remain in the employ of GGE or any subsidiary.
g. Termination or Suspension of the Plan. The Board of Directors may at
any time suspend or terminate the Plan. The Plan, unless sooner
terminated under Section 13 of the Plan or by action of the Board of
Directors, shall terminate at the close of business on the Termination
Date. Options may not be granted while the Plan is suspended or after
it is terminated. Rights and obligations under any Option granted 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. The power of the Committee to construe and
administer any Option granted prior to the termination or suspension of
the Plan nevertheless shall continue after such termination or
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<PAGE>
during such suspension.
h. Savings Provision. With respect to persons subject to Section 16 of
the Exchange Act, the transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the Plan or action by the
Committee fails so to comply, it shall be deemed null and void to the
extent permitted by law.
i. Governing Law. The Plan, such Options as may be granted hereunder and
all related matters shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
j. Partial Invalidity. The invalidity or illegality of any provision
herein shall not be deemed to affect the validity of any other
provision.
12. Definitions
a. "Fair Market Value", as it relates to the Common Stock, shall mean
the average of the high and low sale prices of such Common Stock on the
date such determination is required herein, or if there were no sales
on such date, the average closing bid and asked prices, as reported on
the national securities exchange on which GGE's Common Stock is listed
or in the absence of such listing on the Nasdaq National Market or if
such Common Stock is not at the time listed on a national securities
exchange or traded on the Nasdaq National Market, the value of such
Common Stock on such date as determined in good faith by the Committee.
b. "Disability" shall have the the meaning set forth in Section 22(c)(3)
of the Code.
c. "Change of Control" shall be deemed to have occurred if, subsequent to
the Effective Date of this Plan, (A) any "person" (as such term is
defined in Section 13(d) of the Exchange Act) becomes the beneficial
owner, directly or indirectly, of either (x) a majority of the Common
Stock or (y) securities of GGE representing a majority of the combined
voting power of GGE's then outstanding voting securities, or (B) during
any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of GGE, at any time after
the beginning of such period, for any reason, cease to constitute a
majority of the Board of Directors of GGE unless the election of each
new director was nominated or ratified by at least two-thirds of the
directors still in office who were directors at the beginning of such
two
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year period; provided, however, that in the case of Director
Participants and Committee Participants, the failure of a Director
Participant or Committee Participant nominated for re-election by
management to be re-elected in a contested proxy contest also shall
constitute a Change of Control as to such Director Participant or
Committee Participant. For the purposes of the Plan, a Class B
Triggering Event (as defined in GGE's Form S-4, Registration
No. 33-50733, filed with the Securities and Exchange Commission)
shall not constitute a Change of Control.
d. "Retirement" shall mean the date upon which a Grant Participant,
having attained an age of not less than 59-1/2 or such other age as
may be determined by the Committee in its sole discretion,
terminates his employment with GGE or any subsidiary, provided that
such Grant Participant has been employed by GGE or any subsidiary.
13. Amendment of Plan
The Board of Directors of GGE shall have the right to amend, modify,
suspend or terminate the Plan at any time, provided that no amendment shall
be made without stockholder approval which shall (i) increase the total
number of shares of the Common Stock of GGE which may be issued and sold
pursuant to Options granted under the Plan (except for increases due to
adjustments in accordance with Section 10), (ii) materially increase the
benefits accruing to participants under the Plan, (iii) decrease the minimum
exercise price in the case of an Incentive Option or (iv) materially modify
the provisions of the Plan relating to eligibility with respect to Options.
In no event may the Plan be amended in any way that would retroactively
impair the Committee's discretion. The Board of Directors shall be
authorized to amend the Plan and the Options granted thereunder (A) to
qualify such Options as "incentive stock options" within the meaning of
Section 422 of the Code or (B) to comply with Rule 16b-3 (or any successor
rule) under the Exchange Act. No amendment, modification, suspension or
termination of the Plan, without the consent of the holder thereof shall
adversely alter or impair any Options previously granted under the Plan.
14. Effective Date
The Plan shall become effective at 9:00 A.M., Atlantic City, New Jersey
time, on the Effective Date, the Plan having been, and having been deemed to
be, approved by a vote of the stockholders of GGE by written consent within
12 months before the Effective Date pursuant to section 6.6 of the Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code Proposed by Resorts
International, Inc., GGRI, Inc., Resorts International Hotel, Inc., Resorts
International Financing, Inc., and P.I. Resorts
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<PAGE>
Limited, as modified, and confirmed by order, entered April 22, 1994, of the
United States Bankruptcy Court for the District of Delaware. Subject to the
preceding sentence and the right of the Board of Directors to terminate the
Plan at any time pursuant to Section 13 hereof, the Plan shall remain in
effect until the earlier of (i) the date that Options covering all shares of
Common Stock issuable under the Plan have been granted or (ii) the
Termination Date.
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EXHIBIT 4.7
RESORTS INTERNATIONAL INC. SENIOR MANAGEMENT STOCK OPTION PLAN
1. ESTABLISHMENT AND PURPOSE OF THE PLAN. This Senior Management Stock
Option Plan (the "Plan") is established by Resorts International, Inc., a
Delaware corporation (the "Company"), as of September 17, 1990. The Plan is
designed to enable the Company to attract, retain and motivate members of the
senior management of the Company (the "Management"). The Plan provides for
the grant to Management of options to purchase common stock of the Company
("Options") which qualify as incentive stock options ("Incentive Stock
Options") under Section 422A of the Internal Revenue Code of 1986 (the
"Code"), as well as options which do not so qualify ("Non-Qualified Options").
2. STOCK SUBJECT TO PLAN. The maximum number of shares of stock that may
be subject to Options hereunder shall not in the aggregate exceed that number
which represents ten percent (10%) of the shares (the "Shares") of Common
Stock Outstanding (as hereinafter defined), subject to adjustment under
Section 10 hereof. The Shares which may be subject to Options shall be
allocated as follows: (i) Options to purchase up to five percent (5%) of the
shares of Common Stock Outstanding may be granted to David P. Hanlon; and
(ii) Options to purchase the remaining portion of the Shares shall be granted
to such other Eligible Employees (as defined in Section 4 hereof) and in such
amounts as may be determined by the Committee (as defined in Section 3
hereof) in its sole discretion. "Common Stock Outstanding" means, at any
given time, the number of shares of common stock of the Company, par value
$.01 per share (the "Common Stock"), actually outstanding at such time, plus
the number of shares of Common Stock which are then subject to options,
including, without limitation. Options issued or authorized for issuance
pursuant to the Plan (which solely for the purpose of the initial calculation
hereunder shall be deemed to be _________ shares), warrants, rights or
conversion privileges. The Shares which may be subject to Options granted
under the Plan may be authorized and unissued Shares or Shares reacquired by
the Company and held as treasury stock.
Shares that are subject to the unexercised portions of any Options that
expire, terminate or are cancelled may again become available for the grant
of Options under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee (the "Committee") consisting of not less than three nor more than
five members appointed by the Board of Directors (the "Board") of the
Company. Each member of the Committee shall be a member of the Board who is
not eligible to receive any Option under the Plan. From time to time, the
Board shall have the discretion to add, remove or replace members of the
Committee, and shall have the sole authority to fill vacancies on the
Committee.
All actions of the Committee shall be authorized by a majority vote
thereof at a duly called meeting. The Committee shall have the sole
authority, in its absolute discretion, to adopt, amend, and rescind such
rules and regulations as, in its opinion, may be advisable in the
administration of the Plan, to construe and interpret the Plan, the rules and
regulations, and the agreements and other instruments evidencing Options
granted under the Plan and to make all other determinations deemed necessary
or advisable for the administration of the Plan. All decisions,
determinations, and interpretations of the Committee shall be final and
conclusive upon the Eligible Employees, as hereinafter defined.
Subject to the express provisions of the Plan, the Committee shall
determine the number of Shares subject to Option grants and the terms
thereof, including the provisions relating to the exercisability of Options
and the termination and/or forfeiture of Options under the Plan. The terms
upon which Options are granted shall be evidenced by a written agreement
executed by the Company and the Participant to whom such Options are granted
(the "Option Agreement").
4. ELIGIBILITY. Persons who shall be eligible for grants of Options
hereunder ("Eligible Employees") shall be members of the Management. The
Committee may from time to time determine the
<PAGE>
Eligible Employees who shall participate under the Plan ("Participants")
through grants of Non-Qualified Options and Incentive Stock Options.
5. TERMS AND CONDITIONS OF OPTIONS. No Option shall be granted for a
term of more than ten years. The Option Agreement may contain such other
terms, provisions, and conditions as may be determined by the Committee as
long as such terms, conditions and provisions are not inconsistent with the
Plan. The Committee shall designate as such those Options intended to be
eligible to qualify and be treated as Incentive Stock Options and,
correspondingly, those Options not intended to be eligible to qualify and be
treated as Incentive Stock Options.
6. EXERCISE PRICE OF OPTIONS. The exercise price of each Non-Qualified
Option granted hereunder shall be equal to the Fair Market Value ( as
hereinafter defined) of the Shares to which the Option relates on the date
the Non-Qualified Option is granted. The exercise price of any Option
intended to be eligible to qualify and be treated as an Incentive Stock
Option shall not be less than the Fair Market Value of the Shares to which
the Option relates on the date such Incentive Stock Option is granted, except
that if such Incentive Stock Option is granted to a Participant who on the
date of grant is treated under Code Section 425(d) as owning stock (not
including stock purchaseable under outstanding options) possessing more than
ten percent of the total combined voting power of all classes of the
Company's stock, (i) the exercise price shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Shares on the date such
Incentive Stock Option is granted, and (ii) the term for which such Incentive
Stock Option is granted shall not exceed five years. In the event that any
Non-Qualified Option granted within six months of the effective date of the
Plan is thereafter cancelled and replaced with any new Non-Qualified Option,
the exercise price of such replacement Non-Qualified Option shall be not less
than $4.00 per share.
Except as otherwise provided in this Section 6, the "Fair Market Value"
of Shares subject to an Option shall be determined for purposes of this Plan
as follows: (i) if at the time of determination the Common Stock is listed on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), the "Fair Market Value" of each of the Shares shall equal the
mean between the high bid and low asked prices of the Common Stock as quoted
on NASDAQ on the date the Option is granted, (ii) if at the time of
determination the Common Stock is traded on any other principal securities
exchange, the "Fair Market Value" of each of the Shares shall equal the mean
between the high and the low trading prices of the Common Stock on the date
the Option is granted, and (iii) if at the time of determination the Common
Stock is not listed on NASDAQ and is not traded on any securities exchange,
the "Fair Market Value" of Shares shall be determined by the Board. The
Board's valuation shall be binding upon each optionee.
For each Non-Qualified Option granted within six months of the effective
date of the Plan, the "Fair Market Value" of each of the Shares subject to
the Option shall be the average of the "Fair Market Values" of the Shares
subject to the Option, determined as provided in the preceding paragraph, for
those trading days occurring within a period commencing with the first trading
day that is 60 days or more following the effective date of the Plan and
ending with the 29th day following such first trading day; provided that in
no event shall the exercise price of a Non-Qualified Option determined in
accordance with this paragraph be less than $4 per share.
Payment for Shares purchased upon exercise of any Option granted
hereunder shall be paid to the Company at the time of exercise either (i) in
cash, (ii) by delivering Common Stock of the Company already owned by the
Option holder and having a total fair market value on the date of such
delivery equal to the purchase price, or (iii) by delivering a combination of
cash and Common Stock having a total fair market value of the date of such
delivery equal to the purchase price. The Committee also may on an individual
basis permit payment or agree to permit payment by such other alternative
means as
2
<PAGE>
may be lawful, including by delivery of an executed exercise notice together
with irrevocable instructions to a broker promptly to deliver to the Company
the amount of sale or loan proceeds required to pay the exercise price.
7. NON-TRANSFERABILITY. Any Option granted under this Plan shall by its
terms be nontransferable by the Participant other than by will or the laws of
descent and distribution (in which case such descendant or beneficiary shall
be subject to all terms of the Plan applicable to Participants) and shall be
exercisable during the Participant's lifetime only by the Participant or by
the Participant's guardian or legal representative.
8. INCENTIVE STOCK OPTIONS. The provisions of the Plan are intended to
satisfy the requirements set forth in Section 422A of the Code and the
regulations promulgated thereunder with respect to the Incentive Stock
Options.
9. INVESTMENT REPRESENTATION. Each Option Agreement may contain an
agreement that, upon demand by the Committee for such a representation, the
optionee shall deliver to the Committee at the time of any exercise of an
Option a written representation that the Shares to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view
to the distribution thereof. Upon such demand, delivery of such
representation prior to the delivery of any Shares issued upon exercise of an
Option and prior to the expiration of the option period shall be a condition
precedent to the right of the optionee or such other person to purchase any
Shares.
10. ADJUSTMENTS. If at any time the class of Shares subject to this Plan
is changed into or exchanged for a different number or kind of shares or
securities, as the result of any one or more reorganizations,
recapitalizations, stock splits, reverse stock splits, stock dividends or
similar events, an appropriate adjustment shall be made in the number,
exercise or sale price and/or type of shares or securities for which Options
may thereafter be granted under this Plan. The Committee also shall designate
the appropriate changes which shall be made in Options and the Committee may
do so either at the time the Option is granted or at the time of the event
causing the adjustment. Any such adjustment in outstanding Options shall be
made without changing the aggregate exercise price applicable to the
unexercised portions of such Options.
11. DURATION OF PLAN. Options may not be granted under the Plan after
September 17, 2000.
12. STOCKHOLDER APPROVAL. No Options granted under this Plan may be
exercised prior to approval of this Plan by the holders of the majority of
the outstanding shares of voting stock of the Company. Approval of the Plan
of Reorganization of the Company, of which this Plan is a part, shall be
deemed to the approval of this Plan within the meaning of the preceding
sentence.
13. AMENDMENT AND TERMINATION OF THE PLAN. The Board may at any time
alter, amend, suspend or terminate the Plan. The Committee may amend the Plan
or any agreement issued hereunder to the extent necessary for any Option
granted under the Plan to comply with applicable tax or securities laws. If
the Company is a reporting Company under the Securities Exchange Act of 1934
(the "Exchange Act") and if such is required under Exchange Act Rule 16b-3 or
any successor or similar rule or regulation, no such action of the Board or
the Committee, unless taken with or ratified by the approval of the
stockholders of the Company, may:
(a) materially increase the maximum number of Shares for which
Options may be granted under the Plan;
(b) reduce the minimum exercise price of Options granted under the
Plan;
(c) materially increase the benefits accruing to Participants under
the Plan; or
3
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(d) materially modify the requirements as to eligibility for
participation in the Plan.
No Option may be granted under the Plan during any suspension or after
the termination of the Plan, and no amendment, suspension or termination of
the Plan or of any agreement issued hereunder shall, without the consent of
the affected holder of such Option, alter or impair any rights or obligations
in any Option theretofore granted to such holder under the Plan.
14. NATURE OF THE PLAN. This Plan is intended to qualify as a
compensatory benefit plan within the meaning of Rule 701 under the Securities
Act of 1933.
15. CANCELLATION OF OPTIONS. Any Option granted under the Plan may be
cancelled at any time with the consent of the holder and a new Option may be
granted to such holder in lieu thereof.
16. WITHHOLDING TAXES. Whenever Shares are to be issued with respect to
the exercise of Options under the Plan, the Committee in its discretion may
require the Participant to remit to the Company, prior to the delivery of any
certificate or certificates for such Shares, all or any part of the amount
determined in the Committee's discretion to be sufficient to satisfy federal,
state and local withholding tax obligations (the "Withholding Obligation")
which the Company or its counsel determines may arise with respect to such
exercise, issuance or payment. Pursuant to a procedure established by the
Committee, the Participant may request the Company to withhold delivery of a
sufficient number of Shares or a sufficient amount of the Participant's
compensation to satisfy the Withholding Obligation.
4
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Exhibit 5.1
[HARRY B. SANDS AND COMPANY LETTERHEAD]
31st October, 1996
Sun International Hotels Limited,
Executive Offices,
Coral Towers,
Paradise Island,
The Bahamas
Dear Sirs:
Re: SUN INTERNATIONAL HOTELS LIMITED
--------------------------------
We have acted as Bahamian Counsel for Sun International Hotels Limited, a
corporation organized under the laws of the Commonwealth of The Bahamas
(hereinafter called "the Company"), in connection with a Registration
Statement on Form F-4 ("the Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating
to the proposed issuance of up to 4,684,356 Ordinary Shares of the Company in
connection with the merger of a wholly owned subsidiary of the Company into
Griffin Gaming & Entertainment, Inc. pursuant to the terms of the August
19th, 1996 merger agreement, as amended ("the Merger Agreement"), among the
Company, its subsidiary and Griffin Gaming & Entertainment, Inc.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion, including the Articles of Association of the Company, as
amended, and the Amended and Restated Memorandum of Association of the
Company.
Based upon the foregoing and having regard for such legal considerations as
we deem, relevant, we are of the opinion as follows:
1. The Company is a validly existing corporation under the laws
of the Commonwealth of The Bahamas; and
<PAGE>
Sun International Hotels Limited 31st October, 1996
Page 2
2. The Ordinary Shares of the Company covered by the Registration
Statement, when delivered in exchange for shares of Griffin
Gaming & Entertainment, Inc. common stock and Class B stock
pursuant to the Merger Agreement, will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendments thereto and to the use of our name
therein and in the related Proxy Statement/Prospectus under the caption
"Legal Matters".
Yours faithfully
HARRY B. SANDS & COMPANY
/s/ Giselle M. Pyfrom
GISELLE M. PYFROM
<PAGE>
EXHIBIT 23.1
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Sun International Hotels Limited:
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated January 31, 1996 (except with respect to the
matter discussed in Note 21, as to which the date is April 4, 1996) included in
the Company's Form 20-F for the year ended December 31, 1995 and to all
references to our Firm included in this Post-Effective Amendment No. 2 to the
Registration Statement on Form F-4 of Sun International Hotels Limited.
/s/ Arthur Andersen
ARTHUR ANDERSEN
London, England
December 16, 1996
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EXHIBIT 23.2
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Sun International Hotels Limited:
As independent public accountants, we hereby consent to the incorporation by
reference in this Post Effective Amendment No. 2 to the Registration Statement
on Form F-4 of (1) our report dated December 15, 1995, on the financial
statements of the Mohegan Tribal Gaming Authority for the period ended September
18, 1995 and (2) to all references to our Firm included in this Post Effective
Amendment No. 2 to the Registration Statement on Form F-4 of Sun International
Hotels Limited.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Hartford, Connecticut
December 16, 1996
<PAGE>
EXHIBIT 23.3
Consent
We consent to the incorporation by reference in the Post-Effective Amendment
No. 2 on Form S-8 to Form F-4 (Form S-8 No. 333-15409) pertaining to the
Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan, and the Resorts
International, Inc. Senior Management Sock Option Plan of our report dated
July 14, 1994, with respect to the financial statements and schedules of PIRL
Group incorporated by reference in the Annual Report (Form 20-F) for the year
ended December 31, 1995 of Sun International Hotels Limited, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young, LLP
-----------------------
ERNST & YOUNG, LLP
Philadelphia, Pennsylvania
December 13, 1996
