AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1999
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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1991 GRAND CASINOS, INC. STOCK OPTION AND COMPENSATION PLAN, AS AMENDED
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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 PER SHARE(1) PRICE(1) FEE
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Common Stock,
$0.01 par value.............. 4,392,424 $6.94 $30,483,423 $9,000
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(1) For purposes of computing the registration fee only, pursuant to Rule
457(h)(1), the proposed Maximum Offering Price Per Share is based on
$6.94, the average of the high and low prices for the common stock on
the New York Stock Exchange on January 7, 1999.
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 Registrant, Park Place Entertainment
Corporation, a Delaware corporation (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;
(c) The Company's Current Reports on Form 8-K filed with the
Commission on November 25, 1998 and December 16, 1998; and
(d) Form 8-A filed with the Commission on December 30, 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 owns 2,600 shares of Common Stock and 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 Company.
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
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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 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 Registration
Statement on Form S-8 (File No. 333-69507))
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8
(File No. 333-69507))
4.3 1991 Grand Casinos, Inc. Stock Option and
Compensation Plan, as amended
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");
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(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 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 7th day of
January, 1999.
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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Director
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Lyle Berman
/s/ Stephen F. Bollenbach Chairman of the Board January 7, 1999
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Stephen F. Bollenbach
/s/ A. Steven Crown Director January 7, 1999
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A. Steven Crown
/s/ Clive S. Cummis Director, Executive Vice President - January 7, 1999
- ----------------------------- Law & Corporate Affairs and Secretary
Clive S. Cummis
S-1
SIGNATURE TITLE DATE
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/s/ Arthur M. Goldberg Director, President and Chief Executive January 7, 1999
- ----------------------------- Officer (Principal
Arthur M. Goldberg Executive Officer)
/s/ Barron Hilton Director January 7, 1999
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Barron Hilton
/s/ Eric M. Hilton Director January 7, 1999
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Eric M. Hilton
/s/ Scott A. LaPorta Executive Vice President and Chief January 7, 1999
- ----------------------------- Financial Officer (Principal Financial
Scott A. LaPorta and Accounting Officer)
/s/ J. Kenneth Looloian Director January 7, 1999
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J. Kenneth Looloian
/s/ Rocco J. Marano Director January 8, 1999
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Rocco J. Marano
/s/ Gilbert Shelton Director January 8, 1999
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Gilbert Shelton
S-2
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 Registration
Statement on Form S-8 (File No. 333-69507))
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8
(File No. 333-69507))
4.3 1991 Grand Casinos, Inc. Stock Option and
Compensation Plan, As Amended
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)
E-1