As filed
with the Securities and Exchange Commission on March 10, 2005
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 41-1659606
(State
or other
jurisdiction (I.R.S.
Employer
of incorporation or
organization)
Identification Number)
1641
Popps Ferry Road
Biloxi,
Mississippi 39532
(228)
396-7000
(Address,
including zip code, and telephone number,
including
area code, of principal executive offices)
ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
(Full
titles of the plan)
Send
to:
Rexford
A. Yeisley
Senior
Vice President and Chief Financial Officer
Isle
of Capri Casinos, Inc.
1641
Popps Ferry Road
Biloxi,
Mississippi 39532
(228)
396-7000
(Name and
address of agent for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of securities
to
be registered(1) |
Amount
to
be
registered(1)(2) |
Proposed
Maximum
Offering
price
per
share(3) |
Proposed
maximum
aggregate
offering
price(3) |
Amount
of registration fee |
|
Common
Stock, $0.01 par value |
100,000 |
$28.40 |
$2,840,000 |
$335.00 |
(1) In
addition, pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
as amended (the “1933 Act”), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.
(2) This
registration statement shall, in accordance with Rule 416 under the 1933 Act be
deemed to cover such additional shares as may be issued to prevent dilution
resulting from stock splits, stock dividends or similar
transactions.
(3) Estimated
solely for purposes of calculating the amount of the registration fee, pursuant
to paragraphs of (c) and h) of Rule 457 under the 1933 Act and computed on the
basis of the average of the high and low sales prices per share of the
Registrant’s common stock, as reported on The Nasdaq Stock Market on March 9,
2005.
The
Registration Statement shall become effective upon filing in
accordance
with Rule
462 under the 1933 Act.
INCORPORATION
OF PREVIOUS REGISTRATION STATEMENT
Pursuant
to General Instruction E. to Form S-8, the contents of the Registrant’s
Registration Statement on Form S-8, File No. 33-93088, are incorporated herein
by reference. This Registration Statement covers 100,000 additional shares
issuable under the Isle of Capri Casinos, Inc. Retirement Trust and Savings
Plan.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
documents listed below have been filed with the Securities and Exchange
Commission (the “Commission”) by Isle of Capri Casinos, Inc. (the “Company”) and
are incorporated herein by reference:
(1) The
Company’s Annual Report on Form 10-K for the fiscal year ended April 25, 2004,
filed with the Commission on June 29, 2004;
(2) The
Company’s Quarterly Reports on Form 10-Q for the quarters ended July 25, 2004
filed with the Commission on August 26, 2004, October 24, 2004 filed with the
Commission on December 1, 2004 and January 23, 2005 filed with the Commission on
March 1, 2005;
(3) The
Company’s Current Reports on Form 8-K, filed with the Commission on November 24,
2004, December 6, 2004, December 23, 2004 and February 10, 2005;
(4) The
description of the Company’s common stock, $0.01 par value, contained in Form
S-3, Reg. No. 333-9653, as filed with the Commission on October 3, 1996, by
Casino Americas, Inc., the Company’s predecessor.
In
addition, all documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing by the Company of a post-effective
amendment that indicates that all securities offered hereby have been sold, or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be 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 that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
5. Interests
of Named Experts and Counsel.
Allan B.
Solomon is Executive Vice President and General Counsel of the Company. As of
March 10, 2005, Mr. Solomon owned 385,785 shares of common stock of the Company,
including 219,699 shares issuable upon exercise of stock options that are
exercisable within 60 days of the date hereof. Mr. Solomon is eligible to
participate in the Retirement Trust and Savings Plan.
Item
6. Indemnification
of Directors and Officers.
(a) Section
145 of the Delaware General Corporation Law (the “Delaware GCL”) gives Delaware
corporations 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, gives a director or officer who successfully defends an action the
right to be so indemnified, and authorizes the Company to buy directors’ and
officers’ liability insurance. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any
by-laws.
(b) Article 8
of the Certificate of Incorporation of the Company provides for indemnification
of directors and officers to the fullest extent permitted by law. The Company
presently maintains director’s and officer’s insurance with limits up to $20.0
million.
(c) In
accordance with Section 102(b)(7) of the Delaware GCL, the Company’s Certificate
of Incorporation provides that directors shall not be personally liable to the
Company or its stockholders for monetary damages for breaches of their fiduciary
duty as directors except for (1) breaches of their duty of loyalty to the
Company or its stockholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (3) under Section
174 of the Delaware GCL (unlawful payment of dividends), or (4) transactions
from which a director derives an improper personal benefit.
Item
8. Exhibits.
Incorporated
by reference to the Exhibit Index attached hereto.
SIGNATURES
The
Registrant. 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 Biloxi,
Mississippi, on this 10th day of March, 2005.
ISLE OF
CAPRI CASINOS, INC.
By: /s/
Bernard Goldstein
Bernard Goldstein
Chairman of the Board, Chief
Executive Officer and Director
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears immediately
below constitutes and appoints Bernard Goldstein and Rexford A. Yeisley, and
each or any one of them, as 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 any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all other documents in connection therewith and all
instruments necessary, appropriate or advisable to enable the Company to comply
with the Securities Act of 1933 and other federal and state securities laws, in
connection with the Isle of Capri Casinos, Inc. Retirement Trust and Savings
Plan and to file any such documents or instruments with the Securities and
Exchange Commission, and to do and perform each and every act and thing
requisite and necessary to be done, as fully and for 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 substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities
indicated.
Signature Title Date
/s/
Bernard Goldstein
Chairman
of the Board, Chief
March 10, 2005
Bernard
Goldstein
Executive
Officer and Director
(Principal
Executive Officer)
/s/Rexford
A. Yeisley Senior
Vice President, Chief March 10,
2005
Rexford
A. Yeisley
Financial
Officer, Treasurer
and
Assistant Secretary
(Principal Financial and
Accounting Officer)
/s/
Emanuel Crystal
Director
March 10,
2005
Emanuel
Crystal
/s/
Robert S. Goldstein
Director
March 10,
2005
Robert S.
Goldstein
/s/
Alan J. Glazer
Director
March 10,
2005
Alan J.
Glazer
/s/ W.
Randolph Baker
Director
March 10,
2005
W.
Randolph Baker
/s/
Jeffrey D. Goldstein
Director
March 10,
2005
Jeffrey
D. Goldstein
/s/
John Brackenbury
Director
March 10,
2005
John
Brackenbury
The
Plan. Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Biloxi, Mississippi, on this 10th day of March,
2005.
ISLE OF CAPRI CASINOS, INC. RETIREMENT TRUST AND SAVINGS PLAN
By: /s/
Robert F. Boone
Robert F. Boone
Vice President of Human Resources and Risk Management
(Plan Administrator)
EXHIBIT
INDEX
Exhibit
Number Document
Description
4.1
Certificate
of Incorporation of Casino America, Inc. (1)
4.2
Amendment
to Certificate of Incorporation of Casino America, Inc. (2)
4.3
By-laws
of Casino America, Inc. (1)
4.4 Amendments
to By-laws of Casino America, Inc., dated February 7,1997
(3)
4.5
Rights
Agreement, dated as of February 7, 1997, between Casino America, Inc. and
Norwest Bank Minnesota, N.A., as rights agent (4)
4.6
Specimen
Certificate of the Common Stock (5)
5 Opinion
of Allan B. Solomon, Executive Vice President and General Counsel of Isle of
Capri Casinos, Inc., regarding the legality of the common stock being
registered
23.1 Consent
of Ernst & Young LLP
23.2 Consent
of Allan B. Solomon (included in Exhibit 5)
24
Power of
Attorney (included on the signature pages to this registration
statement)
___________________
(1) 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.
(2) Filed as
an exhibit to Casino America, Inc.’s Proxy Statement for the fiscal year ended
April 26, 1998 (File No. 0-20538) and incorporated herein by
reference.
(3) 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. 0-20538) and incorporated herein by
reference.
(4) Filed as
an exhibit to Casino America, Inc.’s Current Report on Form 8-K filed on
February 14, 1997 (File No. 0-20538) and incorporated herein by
reference.
(5) 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.