As filed with the Securities and Exchange Commission on December 7,
2009.
Registration
No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISLE OF CAPRI CASINOS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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41-1659606
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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600 Emerson Road, Suite 300,
St. Louis, Missouri 63141
(314) 813-9200
(Address of Principal Executive Offices)
ISLE OF CAPRI CASINOS, INC. 2009 LONG-TERM STOCK
INCENTIVE PLAN
(Full title of the Plan)
Edmund
L. Quatmann, Jr.
Senior
Vice President, General Counsel and
Secretary
600
Emerson Road, Suite 300
St.
Louis, Missouri 63141
(Name and Address of Agents For Service)
(314) 813-9200
(Telephone Number, Including Area Code, of Agents For
Service)
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
(Do not check if a smaller reporting
company)
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Smaller reporting
company
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CALCULATION OF REGISTRATION FEE
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Title of Securities To Be
Registered
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Amount To
Be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common
Stock, par
value $0.01 per share
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1,000,000
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$
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7.55
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(1
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$
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7,550,000
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(1
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$
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421.29
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(1)
Estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457(c) and
Rule 457(h) under the Securities Act of 1933, as amended, and based
upon the average of the high and low prices of the Registrants Common Stock as
reported on the Nasdaq Global Select Market on December 3, 2009.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by
Reference
The documents listed below have been filed with or furnished to the
Securities and Exchange Commission (the Commission) by Isle of Capri Casinos, Inc.
(the Company) and are incorporated herein by reference to the extent not
superseded by documents or reports subsequently filed or furnished:
(a)
The Companys Annual Report on Form 10-K
for the fiscal year ended April 26, 2009, filed with the Commission on June 25,
2009, which contains audited financial statements for the fiscal year ended April 26,
2009;
(b)
The Registrants Quarterly Reports on Form 10-Q
for the fiscal quarters ended July 26, 2009 and October 25, 2009;
(c)
The Registrants Current Reports on Form 8-K
filed with the Commission on March 29, 2009, July 6, 2009 and August 20,
2009; and
(d)
The description of the Common Stock of
the Company contained in the Companys Registration Statement on Form S-3,
File No. 333-160526, as filed with the Commission on July 10, 2009.
All documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), by the
Company 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any statement contained
herein or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement in such document. Any 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
The
information required by Item 4 is not applicable to this Registration Statement
because the class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5.
Interests of Named Experts and
Counsel
Not applicable.
Item 6.
Indemnification of Directors and
Officers
(a)
Section 145
of the Delaware General Corporation Law; Section 83 of the Louisiana
Business Corporation Law; Article 8, Subarticle E of the Mississippi
Business Corporation Law; Article 109 of the Colorado Business Corporation
Act; Division VIII, Part E of the Iowa Business Corporation Act; Section 78.751
of the Nevada Business Corporation Act; Section 351.355 of the General and
Business Corporation Law of the State of Missouri; and Section 607.0850 of
the Florida Business Corporation Act: (1) give corporations organized in
those states broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, (2) give a director or officer who successfully defends an
action the right to be so indemnified and (3) authorize the co-registrants
to buy directors and officers liability insurance.
(b)
Article 8
of the Companys Certificate of Incorporation provides for indemnification of
directors and officers to the fullest extent permitted by law.
2
In accordance with Section 102(b)(7) of the Delaware General
Corporation Law, the Companys Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages for breaches of
their fiduciary duty as directors except for (1) breaches of their duty of
loyalty to the registrant or its stockholders, (2) acts or omissions not in
good faith or that involve intentional misconduct or knowing violations of law,
(3) unlawful payment of dividends as prohibited by Section 174 of the
Delaware General Corporation Law or (4) transactions from which a director
derives an improper personal benefit.
Various provisions contained in the Certificates of Incorporation,
By-laws or other organizational documents of the other co-registrants provide
for indemnification of the directors and officers of those co-registrants and,
in some cases, limit or eliminate the personal liability of the directors of
those co-registrants in accordance with the laws of the states in which those
co-registrants are organized.
Item 7.
Exemption from Registration Claimed
The
information required by Item 7 is not applicable to this Registration
Statement.
Item 8.
Exhibits
Incorporated by reference to the Exhibit Index attached hereto and
is incorporated herein by reference.
Item 9.
Undertakings
(a)
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a posteffective
amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933 (the Securities Act);
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent posteffective 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 the 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 and 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% change in
the maximum aggregate offering price set forth in the Calculations of
Registration Fee table in the effective registration statement; and
(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) of this Section do not apply if the registration statement is
on Form S-8 and the information required to be included in a posteffective
amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
(2)
That,
for the purposes of determining any liability under the Securities Act, each such
posteffective 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 posteffective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
The undersigned
registrant
hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plans 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.
3
(c)
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 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
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, 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 St. Louis, Missouri, as of December
7, 2009.
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ISLE
OF CAPRI CASINOS, INC.
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By:
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/s/
DALE R. BLACK
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Dale
R. Black
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Senior
Vice President and Chief
Financial Officer
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KNOW ALL MEN BY
THESE PRESENTS, that each of the undersigned officers and directors of Isle of
Capri Casinos, Inc. hereby constitutes and appoints James B. Perry, Dale
R. Black and Edmund L. Quatmann, Jr. (each with full power to act alone),
his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place, and stead, in any and all
capacities, to sign, execute, and file any or all amendments (including,
without limitation, post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Commission or any regulatory authority, granting
unto such attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he might or could do, if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of December 7, 2009.
Name of Signatory
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Title of Signatory
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/s/ JAMES
B. PERRY
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James B. Perry
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Chief Executive
Officer, Chairman of the Board of Directors (Principal Executive Officer)
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/s/ DALE
R. BLACK
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Dale R. Black
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Senior Vice President
and Chief Financial Officer (Principal Financial and Accounting Officer)
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/s/ ROBERT
S. GOLDSTEIN
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Robert S. Goldstein
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Vice Chairman of the
Board of Directors
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5
/s/ W.
RANDOLPH BAKER
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W. Randolph Baker
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Director
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/s/ JOHN
G. BRACKENBURY
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John G. Brackenbury
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Director
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/s/ ALAN
J. GLAZER
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Alan J. Glazer
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Director
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/s/ JEFFREY
D. GOLDSTEIN
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Jeffrey D. Goldstein
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Director
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/s/ RICHARD
A. GOLDSTEIN
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Richard A. Goldstein
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Director
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/s/ SHAUN
R. HAYES
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Shaun R. Hayes
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Director
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/s/ LEE
S. WIELANSKY
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Lee S. Wielansky
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Director
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EXHIBIT INDEX
Exhibit
Number
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Document
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4.1
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Specimen Certificate of
the Common Stock (1)
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4.2A
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Certificate of
Incorporation (2)
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4.3B
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Amendment to
Certificate of Incorporation (3)
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4.3A
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By-laws (2)
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4.3B
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Amendments to By-laws,
dated February 7, 1997 (4)
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5
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Opinion and consent of
Mayer Brown LLP
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23.1
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Consent of Independent
Registered Public Accountants
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23.2
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Consent of Mayer Brown
LLP (included in Exhibit 5)
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24
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Power of Attorney
(included on the signature page hereof)
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99
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Isle of Capri
Casinos, Inc. 2009 Long-Term Stock Incentive Plan (5)
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(1)
Filed as an exhibit to Casino America, Inc.s
Annual Report on Form 10-K for the fiscal year ended April 30, 1992
(File No. 0-20538) and incorporated herein by reference.
(2)
Filed as an exhibit to Casino America, Inc.s
Registration Statement on Form S-1 filed September 3, 1993, as
amended (Reg. No. 33-68434) and incorporated herein by reference.
(3)
Filed as an exhibit to Casino America, Inc.s
Definitive Proxy Statement filed on August 24, 1998 (File No. 0-20538)
and incorporated herein by reference.
(4)
Filed as an exhibit to Isle of Capri Casinos, Inc.s
Annual Report on Form 10-K for the fiscal year ended April 27, 1997
(File No. 333-115419) and incorporated herein by reference.
(5)
Filed as an exhibit to Isle of Capri
Casinos, Inc.s Quarterly Report on Form 10-Q for the fiscal quarter
ended October 25, 2009 (File No. 0-20538) and incorporated herein by
reference.
7
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