FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dover Downs Entertainment, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 51-0357525
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1131 N. DuPont Highway, Dover, Delaware 19901
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.10 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities
to be Registered
Registrant incorporates by reference herein the description of
Registrant's Common Stock, $.10 par value, set forth under the caption
"Description of Capital Stock -- Common Stock and Class A Common Stock" in
Registrant's Form S-1 Registration Statement No. 333-8147, as amended. The
description is attached to this Form 8-A Registration Statement as Exhibit
No. 1.
Item 2. Exhibits
1. Description of Capital Stock - Common Stock and Class A
Common Stock.
2. All exhibits required by Instruction II to Item 2 will
be filed with the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dover Downs Entertainment, Inc.
By: /s/ Denis McGlynn
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Denis McGlynn, President
Dated: September 19, 1996
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EXHIBIT 1
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 35,000,000 shares of
Common Stock, par value $.10 per share, 30,000,000 shares of Class A Common
Stock, par value $.10 per share, and 1,000,000 shares of Preferred Stock, par
value $.10 per share (the "Preferred Stock"). Upon consummation of the Offering,
there will be 2,500,000 shares of Common Stock, 12,515,830 shares of Class A
Common Stock, and no shares of Preferred Stock issued and outstanding. There are
presently 10 holders of Class A Common Stock. All of the issued and outstanding
shares of Common Stock and Class A Common Stock will be fully paid and
nonassessable.
The following summary description of the Company's capital stock does
not purport to be complete and is qualified in its entirety by this reference to
the Company's Certificate of Incorporation and Bylaws, copies of which have been
filed as exhibits to the Registration Statement of which this Prospectus is a
part.
Common Stock and Class A Common Stock
Voting. Each holder of Common Stock will be entitled to one vote for
each share of Common Stock held and each holder of Class A Common Stock will be
entitled to ten votes for each share of Class A Common Stock held, except to the
extent that voting by class is required by law. At a meeting of stockholders at
which a quorum is present, a majority of the votes cast decides all questions,
unless the matter is one upon which a different vote is required by express
provision of law or the Company's Certificate of Incorporation or Bylaws. Under
the General Corporation Law of the State of Delaware, holders of Common Stock
and Class A Common Stock will be entitled to vote as a class with respect to
certain matters, including mergers and amendments to the Certificate of
Incorporation of the Company which would have certain specified effects on the
Common Stock and Class A Common Stock, respectively. There is no cumulative
voting with respect to the election of directors (or any other matter). Because
the Company's Board of Directors is classified, the holders of a majority of the
shares at a meeting at which a quorum is present can elect all of the directors
of the class then to be elected if they choose to do so, and, in such event, the
holders of the remaining shares would not be able to elect any directors of that
class.
Dividends. Holders of Common Stock and Class A Common Stock will be
entitled to receive ratably all such dividends, payable in cash or otherwise, as
may be declared by the Board of Directors out of assets or funds legally
available; provided that the Board of Directors may, in its discretion, pay to
the holders of Common Stock a cash dividend greater than the dividend, if any,
paid to the holders of Class A Common Stock; and provided further that in the
event of a stock dividend or stock split, only shares of Common Stock may be
distributed with respect to Common Stock and only shares of Class A Common Stock
may be distributed with respect to Class A Common Stock. The payment by the
Company of dividends, if any, rests within the discretion of its Board of
Directors and will depend
upon the Company's results of operations, financial condition and capital
expenditure plans, as well as other factors considered relevant by the Board
of Directors. See "Dividend Policy."
Liquidation Rights. Owners of Common Stock and Class A Common Stock
will be equal and have the same rights with respect to distributions in
connection with a partial or complete liquidation of the Company.
Mergers and Consolidations. Each holder of Common Stock and Class A
Common Stock will be entitled to receive the same per share consideration in a
merger or consolidation of the Company (whether or not the Company is the
surviving corporation).
Preemptive Rights. Neither the Common Stock nor the Class A Common
Stock will carry any preemptive rights enabling a holder to subscribe for or
receive shares of any class of stock of the Company or any other securities
convertible into shares of any class of stock of the Company.
Convertibility. Shares of Class A Common Stock are convertible at any
time into shares of Common Stock on a share for share basis at the option of the
holders thereof.
Certain Class A Common Stock Transfer Restrictions. The Company's
Bylaws restrict the sale, transfer or disposition of Class A Common Stock except
to existing Class A Common Stock stockholders and members of their families.
This restriction may be amended only by stockholders owning 75% or more of the
outstanding shares of Class A Common Stock. All Class A Common Stock
stockholders retain the ability to convert Class A Common Stock to Common Stock.
Common Stock is not subject to this transfer restriction.
Exchange Listing. Shares of Common Stock have been approved for listing
on the New York Stock Exchange, subject to official notice of issuance. Class A
Common Stock has not been registered with the Securities and Exchange Commission
or listed on any national securities exchange. The Company has no present
intention to register or list the Class A Common Stock.
State Statutes. Due to the dual class voting structure, some state
securities statutes contain provisions which may restrict offerings of equity
securities by the Company or the secondary trading of its equity securities in
such states. Because of the availability of applicable exemptions from such
restrictions and because such restrictions would only apply to offers or sales
made in a limited number of states, the Company does not believe that such
provisions will materially adversely affect the aggregate amount of equity
securities which the Company will be able to offer, the price obtainable for its
equity securities in such offerings, or the secondary trading market for its
equity securities.
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Investments by Institutions. The holding of limited voting equity
securities such as the Common Stock may not be permitted or may be discouraged
by the investment policies of certain institutional investors, but the Company
does not believe that such restrictions will materially adversely effect the
aggregate amount of equity securities which the Company will be able to offer,
the price obtainable for its equity securities in such offerings or the
secondary trading market for its equity securities.
Preferred Stock
No shares of Preferred Stock are outstanding. The Company's Certificate
of Incorporation authorizes the Board of Directors to issue up to 1,000,000
shares of Preferred Stock in one or more series and to establish such relative
voting, dividend, redemption, liquidation, conversion and other powers,
preferences, rights, qualifications, limitations and restrictions as the Board
of Directors may determine without further approval of the stockholders of the
Company. The issuance of Preferred Stock by the Board of Directors could, among
other things, adversely affect the voting power of the holders of Common Stock
and, under certain circumstances, make it more difficult for a person or group
to gain control of the Company.
The issuance of any series of Preferred Stock and the relative powers,
preferences, rights, qualifications, limitations and restrictions of such
series, if and when established, will depend upon, among other things, the
future capital needs of the Company, the then existing market conditions and
other factors that, in the judgment of the Board of Directors, might warrant the
issuance of Preferred Stock. At the date of this Prospectus, there are no plans,
agreements or understandings relative to the issuance of any shares of Preferred
Stock.
Possible Limitations on Transferability of Shares
Dover Downs is a Licensed Agent authorized to conduct licensed video
lottery operations under the Delaware State Lottery Code. Under Delaware law, a
change of ownership of a Licensed Agent will automatically terminate its license
90 days after the change of ownership occurs, unless the Director of the
Delaware State Lottery Office determines after application to issue a new
license to the new owners. Change of ownership may occur if any new individual
or entity acquires, directly or indirectly, 10% or more of the Licensed Agent,
or if more than 20% of the legal or beneficial interest in the Licensed Agent is
transferred, whether by direct or indirect means. The Commission may require
extensive background investigations of any new owner acquiring a 10% or greater
interest in a Licensed Agent, including criminal background checks. These
investigations and checks could severely limit transferability of the Company's
Common Stock and could have an adverse effect on the market for the Company's
securities.
Pursuant to the Company's Bylaws, (a) any holders of Common Stock found
to be disqualified or unsuitable or not possessing the qualifications required
by the appropriate gaming authority could be required to dispose of such stock,
and (b) any holder of Common
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Stock intending to acquire 10% or more of the outstanding common stock of the
Corporation must first obtain prior written approval from the Delaware State
Lottery Office. All certificates issued for shares of Common Stock of the
Company are legended and reflect these requirements with the following legend:
"Any and all shares of Common Stock of the Corporation are
held subject to the condition that if (a) any regulatory
authority should request, determine or otherwise advise that
the holder or owner is disqualified, or unsuitable, must
qualify for or obtain a license, or must submit an application
and satisfy a review process, including background checks, in
order for the Corporation or any subsidiary to obtain or
retain a license or a relicense, or otherwise avoid
significant penalties or business disadvantage, and (b) such
holder or owner shall fail to submit to qualification within
fifteen (15) days following such request, determination or
advice, or fail to be found qualified or suitable, then (c)
such holder or owner, at the request of the Corporation or the
appropriate regulatory authority, shall promptly dispose of
such holder's or owner's interest in the Corporation's Common
Stock and shall be subject to any order of such regulatory
body limiting such holder's or owner's rights pending such
disposition. Without limiting the foregoing, any holder or
owner that intends to acquire, directly or indirectly, ten
percent (10%) or more of the outstanding common stock of the
Corporation (regardless of class or series) shall first notify
the Corporation and obtain prior written approval from the
Delaware State Lottery Office. Since money damages are
inadequate to protect the Corporation, it shall be entitled to
injunctive relief to enforce the foregoing provision."
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