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
LAS VEGAS, NEVADA 89109 89109
(Address of principal executive offices) (Zip Code)
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PARK PLACE ENTERTAINMENT CORPORATION 1998 INDEPENDENT
DIRECTOR STOCK OPTION 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 ................. 65,000 $12.77 $830,050 $245
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(1) The Park Place Entertainment Corporation 1998 Independent Director Stock
Option Plan (the "Plan") authorizes the issuance of a maximum of 65,000
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 (incorporated by reference to Exhibit
4.1 to the Company's Form S-8 Registration Statement filed
with the Commission on December 22, 1998 relating to the
Company's 1998 Stock Incentive Plan)
4.2 Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 4.2 to the Company's Form S-8
Registration Statement filed with the Commission on
December 22, 1998 relating to the Company's 1998 Stock
Incentive Plan)
4.3 Park Place Entertainment Corporation 1998
Independent Director Stock Option 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
Arthur M. Goldberg Executive Officer)
/s/ Scott A. LaPorta Executive Vice President December 22, 1998
- --------------------------- and Chief Financial Officer
Scott A. LaPorta (Principal Financial Officer)
S-1
INDEX TO EXHIBITS
EXHIBIT PAGE
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4.1 Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit
4.1 to the Company's Form S-8 Registration Statement
filed with the Commission on December 22, 1998
relating to the Company's 1998 Stock Incentive Plan)
4.2 Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 4.2 to the Company's Form S-8
Registration Statement filed with the Commission on
December 22, 1998 relating to the Company's 1998 Stock
Incentive Plan)
4.3 Park Place Entertainment Corporation 1998 Independent
Director Stock Option 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)