As filed with the Securities and Exchange Commission on August 12, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Caesars Entertainment, Inc.
(Exact name of registrant as specified in its certificate of incorporation)
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Delaware
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46-3657681
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Caesars Entertainment, Inc.
100 West Liberty Street, Suite 1150
Reno, Nevada 89501
(775) 328-0100
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Caesars Entertainment Corporation 2012 Performance Incentive Plan
Caesars Entertainment Corporation 2017 Performance Incentive Plan
Eldorado Resorts, Inc. Amended & Restated 2015 Equity Incentive Plan
(Full Title of the Plans)
Edmund L.
Quatmann, Jr.
Executive Vice President, Chief Legal Officer and Secretary
100 West Liberty Street, Suite 1150
Reno, Nevada 89501
(775) 328-0100
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
With copies of all notices, orders and communications to:
Deborah R. Conrad, Esq.
Milbank LLP
2029 Century
Park East, 33rd Floor
Los Angeles, California 90067-3019
(424) 386-4671
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to section 7(a)(2)(B) of the Securities Act
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per
share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common stock, $0.00001, par value per share
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3,278,337
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$34.50
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$113,102,626
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$14,681.00
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement on Form S-8 (this Registration Statement) also covers an indeterminate number of additional shares of the common stock of Caesars Entertainment, Inc.
(Common Stock) that may be offered and issued under the plans to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $34.50 per
share of Common Stock, which is the average of the high and low price per share of Common Stock as reported by the NASDAQ on August 5, 2020.
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