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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
HARRAH'S ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1411755
(State of Incorporation) (I.R.S. Employer Identification No.)
ONE HARRAH'S COURT
LAS VEGAS, NEVADA 89119
(Address of Principal Executive Offices)
HARRAH'S ENTERTAINMENT, INC. 2001 EXECUTIVE STOCK INCENTIVE PLAN
(Full title of the plan)
BRAD L. KERBY
CORPORATE SECRETARY
ONE HARRAH'S COURT, LAS VEGAS, NV 89119
(702) 407-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Proposed Amount of
be Registered Registered Maximum Maximum Registration
(1) Offering Aggregate Fee
Price Per Offering Price
Share (2) (2)
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Common stock, par value 3,900,000 $36.755 $143,344,500 $35,836.13
$0.10 per share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) For purposes of computing the registration fee only, pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
average of the high and low prices reported on the New York Stock Exchange
on June 21, 2001.
PART I
INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into 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 Company hereby states that the documents listed in (a) through (c)
below are incorporated herein by reference and that all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment that 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 the registration statement and to be part thereof
from the date of filing of such documents.
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated December 13, 1989, filed under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities registered hereby has been passed
upon by Brad L. Kerby, Corporate Secretary and Associate General Counsel of the
Company. At the time of filing this Registration Statement, Mr. Kerby owned
3,880 shares of Common Stock and holds options for 12,165 shares of Common
Stock, which options have been issued under the Company's 1990 Stock Option
Plan, as amended.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards set forth therein, any person who
is a party in 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 such company, or is or was serving as such with
respect to another entity at the request of such company. The General
Corporation Law of Delaware also provides that a Delaware corporation may
purchase insurance on behalf of any such director, officer, employee or agent.
Article Tenth of our Certificate of Incorporation provides for
indemnification of our officers and directors to the full extent permitted by
the Delaware General Corporation Law.
We have entered into Indemnification Agreements with our directors,
executive officers and certain other officers. Generally, the Indemnification
Agreements provide that we will indemnify such persons against any and all
expenses, judgments, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with
or in respect to such expenses, judgments, fines, penalties or amounts paid in
settlement) of any Claim by reason of (or arising in part out of) an
Indemnifiable Event. "Claim" is defined as any threatened, pending or completed
action, suit or proceeding or any inquiry or investigation, whether conducted by
us or any other party, that the indemnitee in good faith believes might lead to
the institution of any such action, suit or proceeding, whether civil, criminal,
administrative, investigative or other. "Indemnifiable Event" is defined as any
event or occurrence related to the fact that indemnitee is or was our director,
officer, employee, trustee, agent or fiduciary, or is or was serving at our
request as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of anything done or not done by the indemnitee in any
such capacity. Notwithstanding the foregoing, (i) our obligation to indemnify
the indemnitee shall be subject to the condition that the reviewing party shall
not have determined (in a written opinion, in any case in which special,
independent counsel is involved) that the indemnitee would not be permitted to
be indemnified under applicable law and (ii) our obligation to make an expense
advance shall be subject to the condition that, if, when and to the extent that
the reviewing party determines that the indemnitee would not be permitted to be
so indemnified under applicable law, we will be entitled to be reimbursed by the
indemnitee (who has agreed to reimburse us for any amounts theretofore paid;
provided, that if the indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that the indemnitee should be
indemnified under applicable law, any determination made by the reviewing party
that the indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and the indemnitee shall not be required to reimburse
us for any expense advance until a final judicial determination is made with
respect thereto as to which all rights of appeal therefrom have been exhausted
or lapsed).
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We carry insurance policies which cover our individual directors and
officers for legal liability and which would pay on our behalf for expenses of
indemnifying directors and officers in accordance with our Certificate of
Incorporation.
Under the merger agreements pursuant to which we acquired Showboat, Inc.,
Rio Hotel & Casino, Inc., and Players International, Inc., we agreed to
indemnify each person that served as a director and officer of Showboat, Rio,
and Players prior to the merger against all liabilities arising out of the fact
that such person was an officer or director of such entities to the full extent
that would have been permitted under Nevada law and the articles of
incorporation or bylaws of such entities. We also agreed to maintain in effect
for six years directors' and officers' liability insurance policies for each of
the directors and officers of Showboat, Rio, and Players with coverage at least
as favorable (subject to certain limitations) as the coverage provided to such
persons prior to the merger of Showboat, Rio or Players, as the case may be.
Section 102(b)(7) of the Delaware General Corporation Law 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 Delaware General Corporation Law (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. Article Thirteenth of our Certificate of
Incorporation eliminates the liability of each of our directors to us and our
stockholders for monetary damages for breach of fiduciary duty as a director to
the full extent permitted by the Delaware General Corporation Law.
Item 8. EXHIBITS
Exhibit No. Description
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*EX-4.1 Harrah's Entertainment, Inc. 2001 Executive Stock Incentive
Plan.
*EX-5 Opinion of Brad L. Kerby as to the legality of the securities
being registered hereby.
*EX-23.1 Consent of Brad L. Kerby (included as part of Exhibit 5).
*EX-23.2 Consent of Arthur Andersen LLP, independent public
accountants.
*EX-23.3 Consent of Deloitte & Touche LLC, independent public
accountants.
*EX-24 Power of Attorney (incorporated into the signature pages
hereof).
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Las Vegas, Nevada, on June ___, 2001.
HARRAH'S ENTERTAINMENT, INC.
By: /s/ BRAD L. KERBY
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Brad L. Kerby
Corporate Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Philip G. Satre, Stephen H. Brammell, and
Brad L. Kerby and each of them, either one of whom may act without joinder of
the other, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all pre- and
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits 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 requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and conforming all that said attorneys-in-fact and
agents, and each of them, or the substitute or substitutes of any or all of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.
Signature Title Date
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/s/ JAMES B. FARLEY Director June 26, 2001
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(James B. Farley)
/s/ JOE M. HENSON Director June 26, 2001
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(Joe M. Henson)
/s/ RALPH HORN Director June 26, 2001
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(Ralph Horn)
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Signature Title Date
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/s/ GARY W. LOVEMAN Director, President and June 26, 2001
--------------------------- Chief Operating Officer
(Gary W. Loveman)
/s/ R. BRAD MARTIN Director June 26, 2001
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(R. Brad Martin)
/s/ ROBERT G. MILLER Director June 26, 2001
---------------------------
(Robert G. Miller)
/s/ WALTER J. SALMON Director June 26, 2001
---------------------------
(Walter J. Salmon)
/s/ Director, Chairman, and June 26, 2001
--------------------------- Chief Executive Officer
(Philip G. Satre)
/s/ BOAKE A. SELLS Director June 26, 2001
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(Boake A. Sells)
/s/ EDDIE N. WILLIAMS Director June 26, 2001
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(Eddie N. Williams)
/s/ ANTHONY D. McDUFFIE Vice President, Assistant June 26, 2001
--------------------------- Controller and
(Anthony D. McDuffie) Principal Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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*EX-4.1 Harrah's Entertainment, Inc.
2001 Executive Stock
Incentive Plan
*EX-5 Opinion of Brad L. Kerby
as to the legality of the
securities being registered hereby.
*EX-23.1 Consent of Brad L. Kerby
(included as part of Exhibit 5).
*EX-23.2 Consent of Arthur Andersen LLP,
independent public accountants.
*EX-23.3 Consent of Deloitte & Touche LLP,
independent public accountants.
*EX-24 Power of Attorney (incorporated
into the signature pages hereof).
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* Filed herewith.
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