As filed with the Securities and Exchange Commission on December 22, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PARK PLACE ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 88-0400631
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3930 HOWARD HUGHES PARKWAY 89109
LAS VEGAS, NEVADA 89109 (Zip Code)
(Address of principal executive offices)
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PARK PLACE ENTERTAINMENT CORPORATION 1998
STOCK INCENTIVE PLAN
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CLIVE S. CUMMIS
EXECUTIVE VICE PRESIDENT - LAW &
CORPORATE AFFAIRS AND SECRETARY
PARK PLACE ENTERTAINMENT CORPORATION
3930 HOWARD HUGHES PARKWAY
LAS VEGAS, NV 89109
(702) 699-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPY TO:
CYNTHIA A. ROTELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
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CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT PROPOSED MAXIMUM
OF SHARES MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock,
$0.01 par value.............. 45,000,000 $12.77 $574,650,000 $169,522
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(1) The Park Place Entertainment Corporation 1998 Stock Incentive Plan (the
"Plan") authorizes the issuance of a maximum of 45,000,000 shares of
common stock of Park Place Entertainment Corporation, a Delaware
corporation (the "Company"), plus reissuances of shares canceled under
the Plan, and substitutions or adjustments to shares to account for any
change in corporate capitalization, such as a stock split or a
corporate transaction, any merger, consolidation, separation, including
a spin-off, or other distribution of stock or property, any
reorganization or any partial or complete liquidation of the Company.
(2) For purposes of computing the registration fee only, pursuant to Rule
457(h)(1), the proposed Maximum Offering Price Per Share is based on
the pro forma book value of the shares as calculated on September 30,
1998.
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated as of their
respective dates in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:
(a) Amendment No. 1 to the Company's Registration Statement on
Form 10 filed with the Commission on December 18, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998; and
(c) The Company's Current Reports on Form 8-K filed with the
Commission on November 25, 1998 and December 16, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
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 other subsequently filed document which also is or 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 required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel
The legality of the securities registered hereby has been passed upon
by Clive S. Cummis, Executive Vice President - Law & Corporate Affairs and
Secretary of the Company. Mr. Cummis is expected to hold options for
approximately 500,000 shares of Common Stock pursuant to an employment agreement
Mr. Cummis is expected to enter into with the Registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware (the "DGCL")
empowers the Company to indemnify, subject to the standards set forth therein,
any person who is a party to any action in connection with any action, suit or
proceeding brought or threatened by reason of the fact that the person was a
director, officer, employee or agent of the Company, or is or was serving as
such with respect to another entity at the request of the Company. The DGCL also
provides that the Company may purchase insurance on behalf of any such director,
officer, employee or agent. Section 11.2 of the Certificate of Incorporation of
the Company provides that the Company will indemnify any person to whom, and to
the fullest extent, indemnification may be required or permitted under Section
145 of the DGCL.
Section 102(b)(7) of the DGCL enables a Delaware corporation to provide
in its certificate of incorporation for the elimination or limitation of the
personal liability of a director to the corporation or
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its stockholders for monetary damages for breach of fiduciary duty as a
director. Any such provision cannot eliminate or limit a director's liability
(1) for any breach of the director's duty of loyalty to the corporation or
its stockholders; (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (3) under
Section 174 of the DGCL (which imposes liability on directors for unlawful
payment of dividends or unlawful stock purchase or redemption); or (4) for
any transaction from which the director derived an improper personal benefit.
Section 11.1 of the Certificate of Incorporation of the Company eliminates
the liability of a director of the Company to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director to the
fullest extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
4.1 Amended and Restated Certificate of Incorporation of the Registrant
4.2 Amended and Restated Bylaws of the Registrant
4.3 Park Place Entertainment Corporation 1998 Stock Incentive Plan
5.1 Opinion of Clive S. Cummis
23.1 Consent of Clive S. Cummis (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings
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, as amended (the "Securities Act");
(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 the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in
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volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) shall not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information to be included in a post effective amendment to those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in this Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act, 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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 that
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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Newark, State of New Jersey, on this 22nd day of
December, 1998.
PARK PLACE ENTERTAINMENT CORPORATION
By: /s/ Clive S. Cummis
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Clive S. Cummis
Executive Vice President - Law &
Corporate Affairs and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Scott A. LaPorta and Clive S. Cummis, and each of them, with full power to act
without the other, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Registration Statement,
and any and all amendments thereto (including pre- and post-effective
amendments) or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and to file the same, with exhibits and schedules thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing necessary or
desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in their capacities and on the dates indicated.
Signature Title Date
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/s/ Stephen F. Bollenbach Chairman of the Board December 22, 1998
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Stephen F. Bollenbach
/s/ Arthur M. Goldberg Director, President and Chief December 22, 1998
- ----------------------------- Executive Officer (Principal Executive
Arthur M. Goldberg Officer)
/s/ Scott A. LaPorta Executive Vice President and Chief December 22, 1998
- ----------------------------- Financial Officer (Principal Financial
Scott A. LaPorta Officer)
S-1
INDEX TO EXHIBITS
EXHIBIT PAGE
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4.1 Amended and Restated Certificate of Incorporation of the Registrant
4.2 Amended and Restated Bylaws of the Registrant
4.3 Park Place Entertainment Corporation 1998 Stock Incentive Plan
5.1 Opinion of Clive S. Cummis
23.1 Consent of Clive S. Cummis (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)