As filed with the Securities and Exchange Commission on May 25, 2001.
Registration No. 333-
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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
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PENN NATIONAL GAMING, INC.
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(Exact name of issuer as specified in its charter)
Pennsylvania 23-2234473
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
825 Berkshire Boulevard, Suite 200, Wyomissing, Pennsylvania 19610
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(Address of principal executive offices)
Amended And Restated Penn National Gaming, Inc. 1994 Stock Option Plan
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(Full title of the plan)
Robert S. Ippolito
Penn National Gaming, Inc.
825 Berkshire Boulevard, Suite 200
Wyomissing, Pennsylvania 19610
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(Name and address of agent for service)
(215) 373-2400
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(Telephone number, including area code, of agent for service)
Copies to:
Albert S. Dandridge, III, Esquire
Schnader Harrison Segal & Lewis LLP
Suite 3600
1600 Market Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 751-2178
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CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be be Offering Price Aggregate Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee (2)
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Common Stock, par 1,710,000 $20.89 $35,721,900 $8,930.47
value $.01 per share shares
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(1) This Registration Statement covers shares of Common Stock of the
Registrant, which may be offered or sold pursuant to the Amended And
Restated Penn National Gaming, Inc. 1994 Stock Option Plan (the "Plan").
The contents of an earlier Registration Statement on Form S-8 covering
430,000 shares of Common Stock which may be offered and sold pursuant to
the Plan, Registration No. 33-98642, is hereby incorporated by this
reference in this Registration Statement. This Registration Statement also
relates to such indeterminate number of shares of Common Stock of the
Registrant as may be issued to prevent dilution resulting from stock
dividends, stock splits or similar transactions in accordance with Rule 416
under the Securities Act of 1933, as amended.
(2) Estimated upon the basis of the average of the high and low prices of the
Common Stock on the Nasdaq National Market on May 21, 2001, which was
$20.89 per share, solely for purposes of calculating the registration
fee.
-2-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Penn National Gaming,
Inc. (the "Company") are incorporated herein by reference:
The contents of an earlier Registration Statement on Form S-8 covering
430,000 shares of Common Stock which may be offered and sold pursuant to the
Plan, Registration No. 33-98642, is hereby incorporated by this reference in
this Registration Statement.
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 (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which registers 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 respective date of
filing of each such document.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares registered herein will be passed upon for the
Company by Schnader Harrison Segal & Lewis, LLP, Philadelphia, Pennsylvania.
Harold Cramer, a Retired Partner to such law firm, is a director of the Company
and is deemed the beneficial owner of 4,485,808 shares of the Common Stock as a
result of his position as a trustee of the Carlino Family Trust and 182,578
shares owned by a marital trust for the benefit of Peter D. Carlino and by a
residuary trust for the benefit of Peter D. Carlino's children as to both of
which Mr. Cramer has shared investment power and shared voting power.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
5.1 Opinion and consent of Schnader Harrison Segal & Lewis LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Schnader Harrison Segal & Lewis LLP (included in Exhibit
5.1).
24.1 Powers of Attorney of directors and officers of the Registrant (see
page II-2 of this Registration Statement).
II-1
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
designates and appoints Peter M. Carlino and Robert S. Ippolito and each of
them, as its or his attorneys-in-fact (the "Attorneys-in Fact") with full power
to act alone, and to execute in the name and on behalf of the Registrant and
each such person, individually in each capacity as stated below, one or more
amendments (including an post-effective amendments) to this Registration
Statement on Form S-8 as any Attorney-in-Fact deems appropriate, and to file
each such amendment to this Registration Statement on Form S-8 together with all
exhibits thereto and any and all documents in connection therewith.
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 Wyomissing, Commonwealth of Pennsylvania on May 23,
2001.
PENN NATIONAL GAMING, INC.
By: /s/ Peter M. Carlino
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Peter M. Carlino
Chairman of the Board
II-2
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Peter M. Carlino Chairman of the Board May 23, 2001
------------------------- And Director
Peter M. Carlino
/s/ William J. Bork Director and President May 23, 2001
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William J. Bork
/s/ Robert S. Ippolito Secretary, Treasurer and May 23, 2001
------------------------- Chief Financial Officer (Principal
Robert S. Ippolito Financial Officer)
/s/ Harold Cramer Director May 23, 2001
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Harold Cramer
/s/ David A. Handler Director May 23, 2001
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David A. Handler
/s/ Robert P. Levy Director May 23, 2001
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Robert P. Levy
/s/ John M. Jacquemin Director May 23, 2001
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John M. Jacquemin
II-3
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion and consent of Schnader Harrison Segal & Lewis LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Schnader Harrison Segal & Lewis LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney of directors and officers of the
Registrant (see page II-2 of this Registration Statement).