UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Monarch Casino & Resort, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 88-0300760
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(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
1175 W. Moana Lane, Suite 200, Reno, Nevada 89509
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(Address of principal executive offices) (Zip code)
Monarch Casino & Resort, Inc. 1993 Directors' Stock Option Plan
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(Full title of the plan)
Ben Farahi
1175 W. Moana Lane, Suite 200
Reno, Nevada 89509
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(Name and address of agent for service)
(775) 825-3355
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(Telephone number, including area code, of agent for service)
Copies to:
Michael J. Bonner
Kummer Kaempfer Bonner & Renshaw
3800 Howard Hughes Parkway, 7th Floor
Las Vegas, Nevada 89109
(702) 792-7000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering aggregate
Registration
Securities to be registered Registered(1) price per share(2) offering price(2) Fee
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Common Stock, $0.01 par value 75,000 shares $8.5039 $637,796 $58.68
(1) Represents the maximum number of shares which may be distributed pursuant
to this Registration Statement.
(2) Computed pursuant to Rule 457(h) solely for purposes of determining the
registration fee, based upon $4.08, the weighted average exercise price for
the options outstanding to purchase 38,000 shares of the Registrant's
common stock, and $11.10, the closing price of the Registrant's common
stock as reported on the Nasdaq National Market System on March 25, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance
with the Note to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the
documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material previously filed by Monarch Casino & Resort, Inc.
(the "Company" or "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the annual period ended
December 31, 2001
2. The Company's Proxy Statement for the Annual Meeting of Stockholders
held June 6, 2001.
3. The description of the Common Stock of the Company contained in the
Registration Statement on Form 8-A filed on July 15, 1993 and any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all of
the shares of Company's common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents. Any statement contained herein or in a document all or
part of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supercedes such statement. Any such statement so
modified or superceded shall not be deemed, except as so modified or
superceded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Item 4 is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Item 5 is not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's 1993 Employee Stock Option Plan (the "Plan") is
administered by at least two directors appointed to the compensation committee
by the company's board of directors. As such, the members of the committee
are entitled to indemnification and reimbursement as a director of the Company
to the full extent allowable under its governing instruments and applicable
law.
Sections 78.7502 and 78.751 of the Nevada Revised Statutes provides for
the indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Article IX of our articles of incorporation provides for
indemnification of our directors, officers, employees and other agents to the
extent and under the circumstances permitted by Sections 78.7502 and 78.751 of
the Nevada Revised Statutes.
Even though indemnification for liabilities arising under the Securities
Act may be provided to certain directors and officers pursuant to the
foregoing provisions, we have been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Item 7 is not applicable.
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ITEM 8. EXHIBITS
Exhibit Number Description
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4.01............Form of Common Stock Certificate is incorporated herein by
reference to the Company's Form S-1 registration statement
(SEC File 33-64556), Part II, Item 16, Exhibit 4.01.
5.01............Opinion of Kummer Kaempfer Bonner & Renshaw regarding the
legality of the securities being registered.
10.01...........Amended and Restated Monarch Resort & Casino, Inc. 1993
Directors' Stock Option Plan incorporated herein by reference
to the Company's Form 10-K report (SEC File 0-22088) for the
fiscal year ended December 31, 1998, Item 14(c), Exhibit 4.02.
23.01...........Consent of Arthur Andersen, LLP.
23.02...........Consent of Kummer Kaempfer Bonner & Renshaw (included in
Exhibit 5.01).
24.01...........Power of Attorney (included on page 6).
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement for 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 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 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
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed 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 purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered, and the offering of
the securities at that time shall be deemed to be the initial bona fide
offering.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the end
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, as amended, each filing of
the registrant's annual report pursuant to Section 13(a) or 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 the registration statement shall be deemed to be
a new registration statement relating to the securities offered, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering.
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 the City of Reno, State of Nevada, on March 27,
2002.
Monarch Casino & Resort, Inc.
By: /S/ BEN FARAHI
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Ben Farahi
Co-Chairman of the Board of Directors,
Secretary, Treasurer and Chief Financial
Officer
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints Ben Farahi, as a true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities to sign the registration statement filed herewith and
any or all amendments to said registration statement (including post-
effective amendments and registration statements filed pursuant to Rule
462 and otherwise), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission
granting unto said attorney-in-fact and agent the full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute, may lawfully do
or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates stated:
Signature Title Date
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/S/ JOHN FARAHI Co-Chairman of the Board of Directors, March 27, 2002
------------------ Chief Executive Officer (Principal
John Farahi Executive Officer) and Director
/S/ BOB FARAHI Co-Chairman of the Board of Directors, March 27, 2002
------------------ President and Director
Bob Farahi
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/S/ BEN FARAHI Co-Chairman of the Board of Directors, March 27, 2002
------------------ Secretary, Treasurer, Chief Financial
Ben Farahi Officer (Principal Financial Officer
and Principal Accounting Officer) and
Director
/S/ CRAIG. F.
SULLIVAN Director March 27, 2002
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Craig F. Sullivan
/S/ RONALD R.
ZIDECK Director March 27, 2002
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Ronald R. Zideck
/S/ CHARLES W.
SCHARER Director March 27, 2002
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Charles W. Scharer
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EXHIBIT INDEX
Exhibit Number Description Page
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4.01............Form of Common Stock Certificate is incorporated herein by
reference to the Company's Form S-1 registration
statement (SEC File 33-64556), Part II, Item 16,
Exhibit 4.01.
5.01............Opinion of Kummer Kaempfer Bonner & Renshaw regarding
the legality of the securities being registered. 9
10.01...........Amended and Restated Monarch Resort & Casino, Inc. 1993
Directors' Stock Option Plan incorporated herein by reference
to the Company's Form 10-K report (SEC File 0-22088) for the
fiscal year ended December 31, 1998, Item 14(c),
Exhibit 4.02.
23.01...........Consent of Arthur Andersen, LLP. 10
23.02...........Consent of Kummer Kaempfer Bonner & Renshaw (included in
Exhibit 5.01).
24.01...........Power of Attorney (included on page 6).
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