-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LbdkKnuDZeyvDd0L7Zo1EL7D4cBYk/a9GZMF2xi3hDeJd3nqh7HUP3kpdCdq64iY SP2PIJjlRxr+gfCzvRUvXQ== /in/edgar/work/20000622/0000912057-00-029384/0000912057-00-029384.txt : 20000920 0000912057-00-029384.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029384 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000622 EFFECTIVENESS DATE: 20000622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRAHS ENTERTAINMENT INC CENTRAL INDEX KEY: 0000858339 STANDARD INDUSTRIAL CLASSIFICATION: [7990 ] IRS NUMBER: 621411755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39840 FILM NUMBER: 658921 BUSINESS ADDRESS: STREET 1: 5100 W SAHARA AVE STREET 2: SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89146 BUSINESS PHONE: 9017628600 MAIL ADDRESS: STREET 1: 5100 W SAHARA BLVD CITY: LAS VEGAS STATE: NV ZIP: 89146 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 S-8 1 s-8.txt S-8 Registration No. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------- 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.) 5100 WEST SAHARA AVENUE, SUITE 200 LAS VEGAS, NEVADA 89146 (Address of Principal Executive Offices) HARRAH'S ENTERTAINMENT, INC. 1990 STOCK OPTION PLAN (Full title of the plan) STEPHEN H. BRAMMELL SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 5100 WEST SAHARA AVENUE, SUITE 200, LAS VEGAS, NV 89146 (702) 579-2300 (Name, address, including zip code, and telephone number, including area code of agent for service) CALCULATION OF REGISTRATION FEE
=================================================================================================================== Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of Registered (1) Offering Price Aggregate Offering Registration Fee Per Share (2) Price (2) ===================================== ============== ================ ================== ================ Common stock, par value $0.10 per 1,800,000 $22.875 $41,175,000 $10,870.20 share ===================================== ============== ================ ================== ================
(1) Harrah's Entertainment, Inc. 1990 Stock Option Plan, as amended (the "Plan"), authorizes the issuance of a maximum of 15,000,000 shares (including the 1,800,000 shares being registered hereby) of Common Stock of Harrah's Entertainment, Inc. (the "Company"), plus reissuances of cancelled shares and adjustments to shares to account for any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants to purchase Common Stock or other securities of the Company, or other similar transaction or event. (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 14, 2000. STATEMENT ------------------ Harrah's Entertainment, Inc. (the "Company") has amended the Harrah's Entertainment, Inc. 1990 Stock Option Plan (the "Plan"), by increasing the number of shares in the Plan by an additional 1,800,000 shares. The contents of the earlier Registration Statement, file number 33-59991, are incorporated herein by reference. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the securities registered hereby has been passed upon by Stephen H. Brammell, General Counsel of the Company. At the time of filing this Registration Statement, Mr. Brammell owned 25,214 shares of Common Stock and holds options for 106,000 shares of Common Stock which have been issued under the Company's 1990 Stock Option Plan, as amended. Item 8. Exhibits -------- Exhibit No. Description - ----------- ----------- *EX-4.1 Amendment to Harrah's Entertainment, Inc. 1990 Stock Option plan effective February 23, 2000. *EX-5 Opinion of Stephen H. Brammell as to the legality of the securities being registered hereby. *EX-23.1 Consent of Stephen H. Brammell (included as part of Exhibit 5). *EX-23.2 Consent of Arthur Andersen LLP, independent certified public accountants. *EX-24 Power of Attorney (incorporated into the signature pages hereof). - ----------------- * Filed herewith. -2- 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 22, 2000. HARRAH'S ENTERTAINMENT, INC. By: /s/ STEPHEN H. BRAMMELL -------------------------------------- Stephen H. Brammell Senior Vice President, General Counsel and Secretary -3- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Philip G. Satre, Colin V. Reed, and Stephen H. Brammell 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 -------------- ------ ---- /s/ SUSAN CLARK-JOHNSON Director June 22, 2000 - --------------------------------- (Susan Clark-Johnson) Director June 22, 2000 - --------------------------------- (James B. Farley) /s/ JOE M. HENSON Director June 22, 2000 - --------------------------------- (Joe M. Henson) /s/ RALPH HORN Director June 22, 2000 - --------------------------------- (Ralph Horn)
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Signature Title Date --------- ----- ----- /s/ J. K. HOUSSELS, III Director June 22, 2000 - --------------------------------- (J. K. Houssels, III) Director, Chief June 22, 2000 - --------------------------------- Operating Officer, and (Gary W. Loveman) Office of the President /s/ R. BRAD MARTIN Director June 22, 2000 - --------------------------------- (R. Brad Martin) /s/ ROBERT G. MILLER Director June 22, 2000 - --------------------------------- (Robert G. Miller) /s/ COLIN V. REED Director, Chief June 22, 2000 - --------------------------------- Financial Officer, and (Colin V. Reed) Office of the President /s/ WALTER J. SALMON Director June 22, 2000 - --------------------------------- (Walter J. Salmon) /s/ PHILIP G. SATRE Director, Chairman, June 22, 2000 - --------------------------------- Chief Executive Officer, (Philip G. Satre) and Office of the President /s/ BOAKE A. SELLS Director June 22, 2000 - --------------------------------- (Boake A. Sells)
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Signature Title Date --------- ----- ----- /s/ EDDIE N. WILLIAMS Director June 22, 2000 - --------------------------------- (Eddie N. Williams) /s/ JUDY T. WORMSER Controller and June 22, 2000 - --------------------------------- Principal Accounting (Judy T. Wormser) Officer
-6- EXHIBIT INDEX ------------- Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- *EX-4.1 Amendment to Harrah's 8 Entertainment, Inc. 1990 Stock Option Plan effective February 23, 2000. *EX-5 Opinion of Stephen H. Brammell 9 as to the legality of the securities being registered hereby. *EX-23.1 Consent of Stephen H. Brammell 9 (included as part of Exhibit 5). *EX-23.2 Consent of Arthur Andersen LLP, 10 independent certified public accountants. *EX-24 Power of Attorney (incorporated 4 into the signature pages hereof). - ------------ * Filed herewith. -7- EX-4.1 2 ex-4_1.txt EXHIBIT 4.1 EX-4.1 Amendment to The Harrah's Entertainment, Inc. 1990 Stock Option Plan Harrah's Entertainment, Inc. (the "Company") hereby adopts this Amendment to the Harrah's Entertainment, Inc. 1990 Stock Option Plan (the "Plan"), subject to stockholder approval, which approval is expected to occur on April 27, 2000: The following language is added at the end of Section D.2 of the Plan: "Effective February 23, 2000, the number of authorized common shares that may be issued pursuant to the options and stock appreciation rights granted by the Committee under the Plan is increased by an additional 1,800,000 shares. No options or stock appreciation rights may be granted under this Plan with respect to such 1,800,000 shares after February 28, 2008, and options utilizing these shares will be subject to the same repricing restrictions contained in the provisions of the first sentence of Section B.3 of the Plan that apply to the 3,500,000 shares authorized by the Plan Amendment dated February 26, 1998"; This Amendment was duly approved by the Human Resources Committee of the Board of Directors on February 23, 2000. By: /s/ STEPHEN H. BRAMMELL ----------------------------------------- Stephen H. Brammell Secretary of Harrah's Entertainment, Inc. -8- EX-5 3 ex-5.txt EXHIBIT 5 EX-5 June 22, 2000 Harrah's Entertainment, Inc. 5100 West Sahara Avenue, Suite 200 Las Vegas, Nevada 89146 RE: Common Stock, Par Value $0.10 Per Share of Harrah's Entertainment, Inc. (the "Company") -------------------------------------------- Gentlemen: I am General Counsel of the Company. At your request, I have examined the Form S-8 Registration Statement (the "Registration Statement") that you intend to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 1,800,000 additional shares of Common Stock, par value $0.10 per share (the "Shares"), issuable pursuant to the Company's 1990 Stock Option Plan, as amended (the "Plan"). The Shares will be issued under the Plan in accordance with the terms of said Plan. I am familiar with the proceedings undertaken in connection with the authorization and issuance of the Shares in accordance with the Plan. Additionally, I have examined such questions of law and fact as I have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, I am of the opinion that the Shares have been duly authorized, and upon the issuance of Shares pursuant to the terms of the Plan and delivery and payment therefor of consideration set forth in the Delaware General Corporation Law at least equal to the aggregate par value of the Shares issued, such Shares will be validly issued, fully paid and nonassessable. I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to my name in the Registration Statement under the heading "Interests of Named Experts and Counsel." Very truly yours, /s/ STEPHEN H. BRAMMELL ---------------------------------------- Stephen H. Brammell Senior Vice President, General Counsel and Secretary -9- EX-23.2 4 ex-23_2.txt EXHIBIT 23.2 EX-23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 8, 2000 (except with respect to the matter discussed in Note 18 as to which the date is February 29, 2000), included (or incorporated by reference) in Harrah's Entertainment, Inc.'s Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this registration statement on Form S-8. ARTHUR ANDERSEN LLP Las Vegas, Nevada June 21, 2000 -10- -----END PRIVACY-ENHANCED MESSAGE-----