-----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, Jw+s16wWmNqoWo3ETYamzwpkkFZbp7SI/d2YKJx7wPCcHVMpjflIWuC3f/1/NpE1 wym5RT7JSJlqNibAPaoU9w== 0000944209-98-001881.txt : 19981116 0000944209-98-001881.hdr.sgml : 19981116 ACCESSION NUMBER: 0000944209-98-001881 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19981112 EFFECTIVENESS DATE: 19981112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYWOOD PARK INC/NEW/ CENTRAL INDEX KEY: 0000356213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 953667491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67155 FILM NUMBER: 98745811 BUSINESS ADDRESS: STREET 1: 1050 SOUTH PRAIRIE AVENUE CITY: INGLEWOOD STATE: CA ZIP: 90301 BUSINESS PHONE: 3104191500 MAIL ADDRESS: STREET 1: 1050 SOUTH PRAIRIE AVENUE CITY: INGLEWOOD STATE: CA ZIP: 90301 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 12, 1998 Registration No. 333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ HOLLYWOOD PARK, INC. (Exact name of issuer as specified in its charter) Delaware 95-3667491 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 1050 South Prairie Avenue Inglewood, CA 90301 (310) 419-1500 1992 INCENTIVE STOCK OPTION PLAN OF CASINO MAGIC CORP. (Full title of the Plan) Copy to: ------- G. Michael Finnigan Al Segel, Esq. Hollywood Park, Inc. Ashok Mukhey, Esq. 1050 South Prairie Avenue Irell & Manella LLP Inglewood, CA 90301 1800 Avenue of the Stars, Suite 900 (310) 419-1500 Los Angeles, CA 90067 (310) 277-1010 (Name, address including zip code and telephone number, including area code, of registrants' agent for service) CALCULATION OF REGISTRATION FEE
=================================================================================================== Proposed Proposed Amount to be Maximum Maximum Title of Registered Offering Price Aggregate Amount of Securities to be Registered Shares Per Share(1) Offering Price Registration Fee - --------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 269,907 $ 13.00(2) $ 3,508,791 $ 976 - --------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 129,617 $ 17.52(3) $ 2,270,890 $ 632 ===================================================================================================
____________ (1) The offering price is to be computed pursuant to Rule 457(h) of the Securities Act of 1933. (2) Weighted average exercise price per share of options to purchase 269,907 shares of Hollywood Park, Inc. common stock. These options were originally granted pursuant to the 1992 Incentive Stock Option Plan of Casino Magic Corp. and were assumed by Hollywood Park, Inc., pursuant to that certain Agreement and Plan of Merger dated February 19, 1998, subject to an adjustment in the number of shares and exercise price of the original options. (3) Weighted average exercise price per share of options to purchase 129,617 shares of Hollywood Park, Inc. common stock. These options were originally granted outside of the 1992 Incentive Stock Option Plan of Casino Magic Corp. to current and former employees and directors of Casino Magic Corp., and were assumed by Hollywood Park, Inc. pursuant to that certain Agreement and Plan of Merger dated February 19, 1998, subject to an adjustment in the number of shares and exercise price of the original options. EXPLANATORY NOTE This registration statement relates to 269,907 shares of the Registrant's Common Stock issuable upon exercise of options previously granted pursuant to the 1992 Incentive Stock Option Plan (the "Plan") of Casino Magic Corp. and 129,617 shares of the Registrant's Common Stock issuable upon exercise of options granted outside of the Plan to current and former employees and directors of Casino Magic Corp. The Registrant has agreed, pursuant to that certain Agreement and Plan of Merger dated as of February 19, 1998, between the Registrant, HP Acquisition II, Inc., a wholly-owned subsidiary of the Registrant, and Casino Magic Corp., pursuant to which HP Acquisition II, Inc. was merged with and into Casino Magic Corp., to issue shares of the Registrant's Common Stock upon exercise of outstanding stock options of Casino Magic Corp., subject to an adjustment in the number of shares and exercise price of the original options. The Plan, a Form of Incentive Stock Option Agreement under the Plan and the Non-Statutory Stock Option Agreements for grants of options not made under the Plan have been filed as exhibits to this Form S-8. -2- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION Information required by Item I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Information required by Item 2 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by the Registrant under the Securities Exchange Act of 1934 (the "Exchange Act") with the Commission are incorporated herein by reference: (1) the Registrant's Annual Report on Form 10- K for the fiscal year ended December 31, 1997; (2) the Registrant's Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998; and (3) the description of the Registrant's Common Stock set forth in the Registrant's Registration Statement on Form 8-A12B filed with the Commission on November 21, 1997. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. -3- ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate of Incorporation, as amended, includes a provision that limits a director's personal liability to the Registrant or its stockholders for monetary damages for breaches of his or her fiduciary duty as a director. Article XIII of the Registrant's Certificate of Incorporation, as amended, provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide that, to the fullest extent permitted by the DGCL, directors, officers and certain other persons who are made, or are threatened to be made, parties to, or are involved in, any action, suit or proceeding will be indemnified by the Registrant with respect thereto. The Registrant maintains insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. -4- ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 4.1 Specimen of Common Stock Certificate (1) 4.2(a) 1992 Incentive Stock Option Plan of Casino Magic Corp. 4.2(b) Form of Incentive Stock Option Agreement under the Plan 4.3(a) Non-Statutory Stock Option Agreement dated as of December 20, 1995 by and between Casino Magic Corp. and James E. Ernst 4.3(b) Non-Statutory Stock Option Agreement dated as of March 28, 1994 by and between Casino Magic Corp. and Dual B. Cooper 4.3(c) Agreement dated as of December 18, 1995 by and between Casino Magic Corp. and Dual B. Cooper 4.3(d) Non-Statutory Stock Option Agreement dated as of July 27, 1994 by and between Casino Magic Corp. and W. William Bednarczyck 4.3(e) Non-Statutory Stock Option Agreement dated as of February 25, 1994 by and between Casino Magic Corp. and Hugh J. Shaddick 5.1 Legal Opinion of Irell & Manella LLP 23.1 Consent of Irell & Manella LLP (included in legal opinion filed as Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP _______________ (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission (File No. 33-63840). ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, 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 (or 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; (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 information required to be included in a post-effective amendment by those -5- 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 this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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 Securities and Exchange 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 of 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. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant hereby 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 Los Angeles, State of California, on the 11th day of November 1998. HOLLYWOOD PARK, INC. By: /s/ G. Michael Finnigan ______________________________________________ G. Michael Finnigan President, Sports and Entertainment, Executive Vice President, Treasurer and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R.D. Hubbard and G. Michael Finnigan, and each of them, his attorneys-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all 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, hereby ratifying and confirming 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 Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ R.D. Hubbard Chairman of the Board, Chief November 11, 1998 ______________________ Executive Officer and Director R.D. Hubbard (Principal Executive Officer) /s/ Donald M. Robbins President and Secretary November 9, 1998 ______________________ Donald M. Robbins
-7-
SIGNATURE TITLE DATE --------- ----- ---- /s/ G. Michael Finnigan Executive Vice President and Chief November 11, 1998 ______________________ Financial Officer (Principal Financial G. Michael Finnigan and Accounting Officer) /s/ J.R. Johnson Director November 9, 1998 ______________________ J.R. Johnson Director November___, 1998 ______________________ Robert T. Manfuso Director November___, 1998 ______________________ Timothy J. Parrott Director November___, 1998 ______________________ Lynn P. Reitnouer /s/ Warren B. Williamson Director November 11, 1998 ______________________ Warren B. Williamson /s/ Herman Sakowsky Director November 9, 1998 ______________________ Herman Sakowsky /s/ Michael Ornest Director November 10, 1998 ______________________ Michael Ornest /s/ Marlin F. Torguson Director November 11, 1998 ______________________ Marlin F. Torguson
-8- EXHIBIT INDEX -------------
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 4.1 Specimen of Common Stock Certificate (1) 4.2(a) 1992 Incentive Stock Option Plan of Casino Magic Corp. 4.2(b) Form of Incentive Stock Option Agreement under the Plan 4.3(a) Non-Statutory Stock Option Agreement dated as of December 20, 1995 by and between Casino Magic Corp. and James E. Ernst 4.3(b) Non-Statutory Stock Option Agreement dated as of March 28, 1994 by and between Casino Magic Corp. and Dual B. Cooper 4.3(c) Agreement dated as of December 18, 1995 by and between Casino Magic Corp. and Dual B. Cooper 4.3(d) Non-Statutory Stock Option Agreement dated as of July 27, 1994 by and between Casino Magic Corp. and W. William Bednarczyck 4.3(e) Non-Statutory Stock Option Agreement dated as of February 25, 1994 by and between Casino Magic Corp. and Hugh J. Shaddick 5.1 Legal Opinion of Irell & Manella LLP 23.1 Consent of Irell & Manella LLP (included in legal opinion filed as Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP
_______________ (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission (File No. 33-63840). -9- EX-4.2(A) 2 1992 INCENTIVE STOCK OPTION PLAN OF CASINO MAGIC EXHIBIT 4.2(a) CASINO MAGIC CORP. 1992 INCENTIVE STOCK OPTION PLAN 1. Purpose ------- The purpose of this Plan is to provide a means whereby Casino Magic Corp. (the "Company") may be able to attract and retain persons of desired ability as employees and members of the Board of Directors of the Company by granting options to such persons to purchase stock in the Company, to motivate such employees through an increased personal interest in the Company to exert their best efforts an behalf of the Company, and where possible, to obtain for said employees the benefits accruing to such stock ownership pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and thus to advance the interests of the Company and benefit its shareholders. 2. Administration of the Plan -------------------------- The Plan shall be administered by the Company's Board of Directors, all of whom are disinterested persons within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), or by a stock option committee appointed by the Board of Directors, comprised entirely of two or more directors, each of whom is a disinterested person within the meaning of Rule 16b-3. 3. Grant of Options ---------------- The stock option committee or the Board of Directors of the Company (hereinafter referred to as the "Board," as the case may be) is hereby authorized by majority vote of its members to issue options to purchase shares of the Company's common stock (the "Shares"), from time to time on the Company's behalf, to any one or more persons who at the date of such grant are employees of the Company, or of a parent or subsidiary thereof. 4. Amount of Stock Subject to the Plan ----------------------------------- The aggregate amount of common stock which may be purchased pursuant to options granted under this Plan shall be 3,700,000 of the Company's Shares. 5. Limitation ---------- Except for options granted hereunder which are designated as non-statutory, the amount of aggregate fair market value of the Shares (determined at the time of the grant of the option) with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year under this Plan and any other plans of the Company under Section 422 of the Internal Revenue Code (including all such plans adopted by a parent or subsidiary corporation of the Company), shall not exceed $100,000. 6. Exercise of Option ------------------ (a) The Board shall determine the manner and validity of the exercise of each option granted pursuant to this Plan. It shall have the power to make regulations for carrying out the Plan and to make such changes in such regulations as from time to time it deems proper. Any interpretation by the Board of the terms and provisions of the Plan and the administration thereof, and all action taken by it, shall be final, binding and conclusive on the Company, its shareholders, all employees, their respective legal representatives, successors and assigns and upon all other persons claiming under or through any of them. (b) Unless otherwise determined by the Board, any option granted pursuant to this Plan shall not be deemed to be exercised until the Company has received from the person to whom the option has been granted a written notice specifying the number of Shares to be purchased, accompanied by payment of the purchase price for such Shares, and other documentation as the company may reasonably require. (c) The date of receipt by the Company of such written notice and payment shall be the date of exercise of the option. If the payment price for Shares to be purchased under the Plan is tendered to the Company before the written notice specifying the number of Shares to be purchased has been received by the Company, the date of exercise shall be the date of receipt of such written notice and not the date of receipt of payment. 7. Option Provisions ----------------- Each option granted under the Plan shall be evidenced by a Stock Option Agreement executed by the Company and the optionee, and shall be subject to the following terms and conditions, and such other terms and conditions as may be prescribed by the Board: (a) Payment and Price. The full purchase price of the Shares acquired ------------------ upon exercise of an option shall be paid in cash, certified check, or cashier's check. In the event shares of the Company's common stock are listed on the NASDAQ system or any exchange registered under the Securities Exchange Act of 1934 at the time all or any part of an option is exercised, in lieu of cash (and so long as the per share market price of shares of the Company's common stock is greater than the per share purchase price of an option), all or any part of the purchase price payable in respect of the Shares being purchased upon exercise of an option may be paid by exchanging for cancellation by the Company (i) a portion of an option which would otherwise remain exercisable immediately after such exchange or (ii) shares of the Company's common stock previously issued to the person exercising an option based on the fair market value of such shares on the first trading day immediately preceding the date of exercise of an option. The cash equivalent value of the portion of the option being so exchanged for Shares shall equal (x) the high bid price per share of the Company's common stock as quoted on the NASDAQ system, or the closing sale price per share of the Company's common stock as listed on an exchange registered under the Securities Exchange Act of 1934, on the first trading day immediately preceding the date of exercise, less (y) the then applicable per Share purchase price, the difference of which is (z) multiplied by the number of Shares purchasable under the portion of the option being so exchanged. The fair market value of any shares of the Company's common stock so exchanged shall be valued in accordance with the procedures set forth in (x) above. The -2- purchase price of the Shares purchasable upon exercise of an incentive stock option shall equal the fair market value of the Shares on the date of the grant of such option, as determined by the Board. The purchase price of the Shares purchasable upon exercise of a non-statutory option shall equal at least eighty- five percent (85%) of the fair market value of the Shares on the date of the grant of such option, as determined by the Board. (b) Grant Periods. Any option under the Plan must be granted within ten -------------- (10) years from the date of the Plan's adoption by the Board of Directors of the Company or approval by the shareholders, whichever is earlier. (c) Exercise Periods. Any option granted under the Plan must be exercised ----------------- within a period established by the Board, which period shall not exceed ten (10) years after such option has been granted, and may not in any event be exercised within one year of the date of grant thereof. Each option granted hereunder may be subject to exercise in such installments as may be set by the Board and, subject to any exercise limitations created by the installment provisions, the option may be exercised in whole or in part at any time during its term. (d) 10% Shareholders. Except for options granted hereunder which are ---------------- designated as non-statutory, in no event shall any option be granted to a person then owning more than 10% of the voting power of all classes of the Company's Shares unless such option is, by its terms, not exercisable after the expiration of five (5) years from the date of the grant thereof and the option price of such Shares is at least 110% of the fair market value of the Shares on the date when the option is granted. (e) Compliance With Applicable Laws. Exercise of any options granted -------------------------------- hereunder shall be subject to compliance with all state and federal laws relating to the offer and sale of securities. In the event Shares subject to such options are not covered by an effective registration statement or qualifications under federal and applicable state securities laws, such options may be exercised only upon receipt from the optionee of certain representations made in writing to the Company as, in the opinion of counsel to the Company, may be reasonably required under the circumstances, including representations that at the time of such exercise the optionee intends to acquire such Shares for investment and not for distribution or resale. (f) Rights of Optionee Before Exercise. The holder of an option shall ----------------------------------- not have the rights of a shareholder with respect to the Shares covered by his or her option until such Shares have been issued to him or her upon exercise of an option. (g) Rights of Optionee After Exercise. The holder of an option shall ---------------------------------- have all the rights of a shareholder with respect to the Shares issued to him or her upon exercise of an option, except that such individual may not dispose of such Shares within two (2) years from the date of the granting of the option or within one (1) year after the exercise of the option; provided that such restriction on disposition under this subparagraph (g) shall not apply to Shares acquired upon the exercise of a non-statutory option. (h) Employment. At all times during the period beginning on the date of ----------- the granting of an option and ending on the date three (3) months before the date of the exercise -3- of such option, any optionee under the Plan must have been an employee of the Company, a parent or subsidiary corporation of the Company, or a corporation or a parent or subsidiary corporation of such Share corporation issuing or assuming a Share option in a transaction to which Section 424(a) of the Internal Revenue Code applies. The optionee shall agree to remain in the employ of the Company at the pleasure of the Company and at such compensation as may be reasonably determined from time to time by the Company, for a period of at least one year from the date the option is granted, except in case of earlier death, disability, or retirement at age 65. Nothing in the Plan or in any Stock Option Agreement entered into pursuant hereto shall be construed to confer upon any optionee any right to continue in the employ of the Company or interfere in any way with the right of the Company as the employer to terminate his or her employment at any time. (i) Termination of Employment. If the optionee's employment is terminated -------------------------- other than by death, disability or discharge for cause, the optionee may, within three (3) months of such termination, exercise any unexercised portion of his or her option to the extent he or she was entitled to do so at the time of such termination. If termination of employment is effected by death of the optionee, the option, or any portion thereof, may be exercised to the extent the optionee was entitled to do so at the time of his or her death, by his or her executor or administrator or other person entitled by law to the optionee's rights under the option, at any time within three (3) months subsequent to the date of death. In the event the optionee's employment is terminated by reason of the optioinee's permanent and total disability, the option, or any portion thereof, may be exercised to the extent the optionee was entitled to do so at the time of such termination at any time within one (1) year of such termination. In the event of termination of employment of the optionee by discharge for cause, the unexercised portion of an employee's option shall thereupon expire. A discharge for cause shall include a discharge for: dishonesty; the proven commission of a crime; breach of any employment agreement, or other agreement with or duty owed to the Company; disclosure of the affairs of the Company to someone other than another employee of the company or other person authorized by the Board of Directors; continued absence except for illness or disability; or gross insubordination. The decision of the Company's Board of Directors that cause exists as defined herein shall be final and conclusive and not subject to challenge by the optionee for purposes of effectuating any provisions of the Plan or option agreement. For the purpose of this Plan, transfer of employment between or among the Company, a parent or a subsidiary, shall not be deemed termination of employment. No option shall be exercisable subsequent to the date of expiration of the option term, and no option shall be exercisable subsequent to. the termination of the optionee's employment except as specifically provided in this subsection (i). (j) Non-Transferability of Option. No option shall be transferable by the ------------------------------ optionee otherwise than by will or by the laws of descent and distribution, and each option shall be exercisable during the optionee's lifetime, only by him or her. (k) Shareholder Approval. The effectiveness of this Plan is contingent --------------------- upon its approval by the shareholders of the Company in accordance with Rule 16b-3(b) under the Exchange Act on or prior to the first regular meeting of shareholders held subsequent to the later of (i) the first registration of an equity security of the Company under Section 12 of the Exchange Act or (ii) the acquisition of an equity security for which an exemption under Rule -4- 16b-3 is claimed, but in any event, within twelve (12) months after the Plan is adopted by the Board of Directors. At the next regular or special meeting of the shareholders of the Company, to be called and held within the time period specified in the foregoing sentence, this Plan will be presented for consideration and approval by the shareholders. 8. Termination of Plan ------------------- The Plan shall terminate ten years after the date of its adoption by the Board of Directors of the Company or the date of its approval by the shareholders of the Company, whichever is earlier, except that with respect to each option granted under this Plan during such ten year period which is outstanding and not exercised as of the end of such ten year period, this Plan shall terminate upon the exercise or termination of such option. 9. Stock Reserve ------------- The Company shall at all times during the term of this Plan reserve and keep available such number of its Shares as will be sufficient to satisfy the requirements of this Plan, and shall pay all fees and expenses necessarily incurred by the Company in connection with the exercise of options granted hereunder. 10. Non-Statutory Options --------------------- Options may be issued under the Plan which are designated non-statutory, and which will not constitute an "Incentive Stock Option" within the meaning of Section 422 of the Internal Revenue Code. 11. Options to Members of Board of Directors ---------------------------------------- The Board may grant options under this Plan, which are designated an non- statutory, to persons who are at the time of such grant, members of the Company's Board of Directors, and who are not then employees of the Company. The provisions of subparagraphs (h), (i) and (j) of Section 7 of this Plan shall not be applicable to any option granted to a member of the Board of Directors under this Section. 12. Other Terms ----------- Any option granted hereunder shall contain such other and additional terms and conditions, not inconsistent with the terms at this Plan, which are deemed necessary or desirable by the Board, or by legal counsel to the Company, and (except for options granted hereunder which are designated as non-statutory) such other terms shall include those which, together with the terms of this Plan, shall constitute such option as an "Incentive Stock Option" within the meaning of Section 422 of the Internal Revenue Code. 13. Amendment of the Plan --------------------- Notwithstanding any other provision of this Plan, the Board of Directors may at any time terminate the Plan, or make, such modifications of the Plan as it shall deem advisable. However, the Board of Directors may not, without further approval by the shareholders of the Company's Shares, (i) materially increase the benefits accruing to participants under the -5- Plan, (ii) materially increase the maximum number of Shares as to which options may be granted under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan. No termination or amendment of the Plan may, without the consent of the optionee to whom any option shall theretofore have been granted, adversely affect the rights of such optionee under such option. 14. General Provisions ------------------ If any day on or before which action under the Plan must be taken falls on a Saturday, Sunday or legal holiday, such action may be taken on the next succeeding day not a Saturday, Sunday or legal holiday. Without amending the Plan, awards may be granted to employees who are foreign nationals or employed outside the United States or both on such terms and conditions different from those specified in the Plan as may, in the judgment of the Board, be necessary or desirable to further the purpose of the Plan if such action will not jeopardize the qualified nature of the Plan. To the extent that federal laws (such as the Securities Exchange Act of 1934 or the Employment Retirement Income Security Act of 1974) do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Minnesota and construed accordingly. 15. Reclassifications ----------------- If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by change in par value, split up, reverse split, reclassification, distribution of a dividend payable in stock, or the like, the number of shares of common stock reserved for issuance under the Plan shall be proportionately adjusted. -6- EX-4.2(B) 3 FORM OF INCENTIVE STOCK OPTION AGREEMENT EXHIBIT 4.2(b) CASINO MAGIC CORP. INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT, made and entered into effective as of the ____ day of _____________, ____, by and between Casino Magic Corp., a Minnesota corporation (hereinafter referred to as the "Company"), and __________________, a resident of the state of ________________ (hereinafter referred to as the "Employee" ). W I T N E S S E T H: WHEREAS, the Employee is employed by the Company or a subsidiary of the Company; and WHEREAS, the Company considers it desirable and in its best interests that the Employee be given an inducement to acquire a further proprietary interest in the Company, and an added incentive to advance the interests of the Company and its subsidiaries, by possessing an incentive stock option to purchase common shares of the Company in accordance with the 1992 Incentive Stock Option Plan (the "Plan") adopted by the Directors and shareholders of the Company on June 23, 1992. NOW, THEREFORE, in consideration of the premises and mutual covenants herein, the parties hereto agree as follows: 1. Grant of Option. The Company grants to Employee an incentive stock --------------- option to purchase ____________ common shares of the Company at a purchase price of $_________ per share, in the manner and subject to the conditions hereinafter provided. 2. Time of Exercise of Option. The option granted under this Agreement -------------------------- may be exercised by Employee after ________________, as to __% of the common shares purchasable hereunder; after _________________, as to an additional __% of said common shares; after _________________, as to an additional __% of said common shares; and all of such shares may be purchased after __________________. 3. Method of Exercise. ------------------ a. The option shall be exercised by written notice to the Board of Directors of the Company, at the Company's principal place of business, accompanied by cash, cashier's check or certified check in payment of the purchase price for the number of the common shares specified and paid for, and accompanied by any document reasonably required by the Company to be executed by Employee, acknowledging the applicable restrictions on the transfer of the common shares being purchased as set forth under Section 7 of this Agreement. b. In the event common shares of the Company are listed on the NASDAQ system or any exchange registered under the Securities Exchange Act of 1934 at the time all or any part of the option is exercised, in lieu of cash (and so long as the per share market price of common shares of the Company is then greater than the per share purchase price payable with respect of the common shares being purchased upon exercise of the options), the purchase price payable in exercise of the options may be paid by Employee by delivering to the Company, for cancellation, common shares of the Company previously acquired by the Employee based on the fair market value of the common shares on the first trading day immediately preceding the date of exercise of the options. The fair market value of the common shares being offered as the exercise price shall equal the closing sale price per common share (or the closing bid, if no sales were reported) as quoted on the NASDAQ system, or the closing sale price per common share as listed on an exchange registered under the Securities Exchange Act of 1934. c. The Company shall make prompt delivery of a certificate or certificates representing such common shares, provided that if any law or regulation requires the Company to take any action with respect to the common shares specified in such notice before the issuance thereof, then the date of delivery of such common shares shall be extended for the period necessary to take such action. The option must be exercised with respect to at least 500 of the common shares, unless a lesser number of the common shares is then all that is exercisable, in which case it must be exercised with respect to such lesser number. 4. Termination of Option. Except as herein otherwise stated, any option --------------------- granted under this Agreement, to the extent not heretofore exercised, shall terminate upon the first to occur of the following dates: a. The expiration of three months after the date on which Employee's employment by the Company or any of its subsidiaries, as the case may be, is terminated, except if such termination be by reason of permanent and total disability of the Employee or for a reason set forth in Subsection 4.c of this Agreement; b. The expiration of twelve months after the date on which Employee's employment by the Company or any of its subsidiaries, as the case may be, is terminated, if such termination be by reason of the Employee's permanent and total disability; c. Upon termination of Employee's employment by the Company or any of its subsidiaries, as the case may be, if such termination is effected by the Company or any of its subsidiaries, as the case may be, by reason of Employee's (i) breach of any employment agreement or any other agreement with, or duty owed to, the Company or any of its subsidiaries; (ii) commission of an act of dishonesty or proven commission of a crime; (iii) disclosure of any material information, which is not generally known to the public, concerning the Company or its subsidiaries to someone other than another employee (who has a need to know in connection with the interests of the Company) of the Company or its subsidiaries, or someone authorized by the Board of Directors of the Company; (iv) material misfeasance or malfeasance in the performance of Employee's duties on behalf of the Company or any of its subsidiaries; (v) continued absence from work except for illness or disability; or (vi) gross insubordination; or d. The close of business on _____________________. 2 5. Reclassification, Consolidation or Merger. If and to the extent that ----------------------------------------- the number of issued common shares of the Company shall be increased or reduced by change in par value, split up, reverse split, reclassification, distribution of a dividend payable in stock, or the like, the number of common shares subject to option and the option price per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, or sells or transfers substantially all of its assets to another corporation, the Employee shall be entitled to receive options covering common shares of such reorganized, consolidated, merged or successor company in the same proportion, at a substantially equivalent economic value, and subject to the same conditions, or in lieu thereof, the option granted under this Agreement shall fully vest and be exercisable immediately prior to the effective date of such reorganization, consolidation, merger, sale or transfer. For purposes of the preceding sentence, the excess of the fair market value of the common shares subject to the option immediately after the reorganization, consolidation, merger, sale or transfer over the aggregate option price of such common shares shall not be more than the excess of the aggregate fair market value of all common shares subject to the option immediately before such reorganization, consolidation, merger, sale or transfer over the aggregate option price of such common shares, and the new option or assumption of the old option shall not give the Employee additional benefits which he did not have under the old option. 6. Rights Prior to Exercise of Option. This option is nontransferable by ---------------------------------- Employee, except in the event of Employee's death, and during Employee's lifetime is exercisable only by Employee. Employee shall have no rights as a stockholder with respect to any common shares purchasable hereunder until payment of the option price and delivery to Employee of such common shares as herein provided. 7. Restriction of Disposition. All common shares acquired by Employee -------------------------- pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Company's By-Laws, or imposed by applicable state and federal laws or regulations regarding the registration or qualification of such acquisition of common shares. All such common shares may not be sold or otherwise disposed of (i) within two years from the date of the granting of the option under which such common shares were acquired, (ii) within one year after the exercise of such option, and (iii) unless there is an effective registration statement covering such disposition under the Securities Act of 1933 (the "Act"), and effective registrations and qualifications under applicable state securities laws, or exemptions from such registration or qualifications under the Act and state securities laws are applicable. 8. Binding Effect - Plan Governs. This Agreement shall inure to the ----------------------------- benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Agreement shall be construed in accordance with and shall be governed by the terms of the Plan within the meaning of Section 422 of the Internal Revenue Code of 1986, which Plan may be amended from time to time. If possible, this Agreement shall be construed along with and in addition to any other agreement which the Company or any of its subsidiaries and Employee may enter into, but any provision in this Agreement which contradicts any provision of any other agreement shall take precedence and be binding over such other provision. Any masculine personal pronoun used herein shall be considered to mean the corresponding feminine or neuter personal pronoun, as the context requires. 3 9. Execution Date. This Agreement and the Option granted to the optionee -------------- shall be deemed void and of no force or effect if the optionee has not executed and returned to the Company this Incentive Stock Option Agreement on or prior to ___________________. IN WITNESS WHEREOF, the parties have hereto caused this Agreemnt to be executed effective on the day and year first above written. CASINO MAGIC CORP. By: ____________________________________ James E. Ernst, President EMPLOYEE _________________________________________ 4 EX-4.3(A) 4 NON-STATUTORY STOCK OPTION AGREEMENT EXHIBIT 4.3(A) CASINO MAGIC CORP. STOCK OPTION AGREEMENT FOR NON-STATUTORY STOCK OPTIONS THIS AGREEMENT, made and entered into effective as of the 20 day of December, 1995, by and between Casino Magic Corp., a Minnesota corporation (hereinafter referred to as the "Company"), and James E. Ernst (hereinafter referred to as the "Employee"). W I T N E S S E T H : WHEREAS, the Employee has entered into an Employment Agreement (the "Employment Agreement") with the Company dated December 20, 1995; and WHEREAS, the Company considers it desirable and in its best interest that the Employee be given an inducement to acquire a further proprietary interest in the Company, and an added incentive to advance the interests of the Company and its subsidiaries, by possessing an incentive stock option to purchase common shares of the Company. NOW THEREFORE, in consideration of the premises and mutual covenants herein, the parties hereto agree as follows: 1. Grant of Option. The Company grants to the Employee a non-statutory --------------- stock option to purchase 490,000 common shares of the Company at a purchase price of $4.75 per share, in the manner and subject to the conditions hereinafter provided. 2. Time of Exercise of Option. The option granted under this Agreement -------------------------- may be exercised by the Employee after December 19, 1996, as to 98,000 of the common shares purchasable hereunder; after December 19, 1997, as to an additional 98,000 of said common shares, after December 19, 1998, as to an additional 98,000 of said common shares; after December 19, 1999 as to an additional 98,000 of such common shares; and all of such shares may be purchased after December 19, 2000. 3. Method of Exercise. ------------------ a. The option shall be exercised by written notice to the Board of Directors of the Company, at the Company's principal place of business, accompanied by cash, cashier's check or certified check in payment of the purchase price for the number of the common shares specified and paid for, and accompanied by any document reasonably required by the Company to be executed by Employee, acknowledging the applicable restrictions on the transfer of the common shares being purchased as set forth under Section 7 of this Agreement. b. In the event common shares of the Company are listed on the NASDAQ National Market System or any exchange registered under the Securities Exchange Act of 1934 at the time all or any part of the option is exercised, in lieu of cash (and so long as the per share market price of common shares of the Company is then greater than the per share purchase price payable in respect of the common shares being purchased upon exercise of the options) the purchase price payable in exercise of the options may be paid by Employee by exchanging for cancellation by the Company common shares of the Company previously issued to Employee based on the fair market value of the common shares on the first trading day immediately preceding the date of exercise of the options. The fair market value of the common shares being offered as the exercise price shall equal the high bid price per common share as quoted on the NASDAQ system, or the closing sale price per common share as listed on an exchange registered under the Securities Exchange Act of 1934. c. The Company shall make prompt delivery of a certificate or certificates representing such common shares, provided that if any law or regulation requires the Company to take any action with respect to the common shares specified in such notice before the issuance thereof, then the date of delivery of such common shares shall be extended for the period necessary to take such action. If less than all common shares purchasable under the option are purchased, the Company will, promptly following such exercise, execute and deliver to Employee either an addendum to this Agreement or a new stock option agreement (dated the date thereof) evidencing the number of common shares remaining purchasable under the option after adjustment for any portion of the option exchanged in lieu of cash. The option must be exercised with respect to at least 500 of the common shares, unless a lesser number of the common shares are then exercisable, in which case it must be exercised with respect to such lesser number. 4. Termination of Option. Except as herein otherwise stated, any option --------------------- granted under this Agreement, to the extent not heretofore exercised, shall terminate upon the first to occur of the following dates: a. Upon termination of Employee's employment by the Company or any of its subsidiaries, as the case may be, if such termination is effected by the Company or any of its subsidiaries, as the case may be, under Section 4(a) or 4(d) of the Employment Agreement; b. Upon the voluntary termination of employment by Employee; or c. The close of business on December 19, 2001. 5. Reclassification, Consolidation or Merger. If and to the extent that ----------------------------------------- the number of issued common shares of the Company shall be increased or reduced by change in par value, split up, reverse split, reclassification, distribution of a dividend payable in stock, or the like, the number of common shares subject to option and the option price per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, or sells or transfers substantially all of its assets to another corporation, the Employee shall be entitled to receive options covering common shares of such reorganized, consolidated, merged or successor company in the same proportion, at a substantially equivalent economic value, and subject to the same conditions, or in lieu thereof, the option granted under this Agreement shall fully vest and be exercisable immediately prior to the effective date of such reorganization, consolidation, merger, sale or transfer. Notwithstanding the foregoing, if Employee's employment with the successor corporation is terminated or materially altered in a manner which is adverse to Employee, the options granted under this Agreement shall vest and be exercisable immediately prior to such termination or alteration. If new options are received 2 upon such reorganization or transfer under the terms of this Section, the excess of the fair market value of the common shares subject to the option immediately after the reorganization, consolidation, merger, sale or transfer over the aggregate option price of such common shares shall not be more than the excess of the aggregate fair market value of all common shares subject to the option immediately before such reorganization, consolidation, merger, sale or transfer over the aggregate option price of such common shares, and the new option or assumption of the old option shall not give the Employee additional benefits which he did not have under the old option. 6. Rights Prior to Exercise of Option. Employee shall have no rights as a ---------------------------------- stockholder with respect to any common shares purchasable hereunder until payment of the option price and delivery to him of such common shares as herein provided. 7. Restriction on Disposition. All common shares acquired by Employee -------------------------- pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Company's By-Laws, or imposed by applicable state and federal laws or regulations regarding the registration or qualification of such acquisition of common shares. All such common shares may not be sold or otherwise disposed of unless there is an effective registration statement covering such disposition under the Securities Act of 1933 (the "Act"), and effective registrations and qualifications under applicable state securities laws, or exemptions from such registration or qualifications under the Act and state securities laws are applicable. 8. Transferability of Option/Vesting Upon Death. The options granted -------------------------------------------- under this Agreement are transferable by Employee during his lifetime with the prior written consent of the Company, which it may withhold for any reason. In the event of the death of Employee, the options granted under this Agreement shall become fully vested, notwithstanding the vesting schedule in Paragraph 2, and shall be transferable by will or in accordance with the laws of descent and distribution, and shall remain exercisable until the close of business on the date specified in Paragraph 4 hereof. 9. Binding Effect. This Agreement shall inure to the benefit of and be -------------- binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. If possible, this Agreement shall be construed along with and in addition to any other agreement which the Company and Employee may enter into, but any provision in this Agreement which contradicts any provision of any other agreement shall take precedence and be binding over such other provision. Any masculine personal pronoun used herein shall be considered to mean the corresponding feminine or neuter personal pronoun, as the context requires. IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be executed effective on the day and year first above written. CASINO MAGIC CORP. By: /s/ Marlin F. Torguson ------------------------------------ Marlin F. Torguson, President /s/ James E. Ernst ------------------------------------ James E. Ernst 3 EX-4.3(B) 5 NON-STATUTORY STOCK OPTION AGREEMENT EXHIBIT 4.3(B) CASINO MAGIC CORP. STOCK OPTION AGREEMENT FOR NON-STATUTORY STOCK OPTIONS THIS AGREEMENT, made and entered into effective as of the 28th day of March, 1994, by and between Casino Magic Corp., a Minnesota corporation (hereinafter referred to as the "Company"), and Dual B. Cooper (hereinafter referred to as the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable and trusted employee of the Company or a subsidiary of the Company, and has entered into an Employment Agreement (the "Employment Agreement") with the Company dated March 28, 1994; and WHEREAS, the Company considers it desirable and in its best interest that the Employee be given an inducement to acquire a further proprietary interest in the Company, and an added incentive to advance the interests of the Company and its subsidiaries, by possessing a stock option to purchase common shares of the Company. NOW THEREFORE, in consideration of the premises and mutual covenants herein, the parties hereto agree as follows: 1. Grant of Option. The Company grants to the Employee a non-statutory --------------- stock option to purchase 44,000 common shares of the Company at a purchase price of $15.75 per share, in the manner and subject to the conditions hereinafter provided. 2. Time of Exercise of Option. The option granted under this Agreement -------------------------- may be exercised by the Employee after March 27, 1995, as to 6,600 of the common shares purchasable hereunder; after March 27, 1996, as to an additional 8,800 of said common shares; after March 27, 1997, as to an additional 11,000 of said common shares; and all of such shares may be purchased after March 27, 1998. 3. Method of Exercise. ------------------ a. The option shall be exercised by written notice to the Board of Directors of the Company, at the Company's principal place of business, accompanied by cash, cashier's check or certified check in payment of the purchase price for the number of the common shares specified and paid for, and accompanied by any document reasonably required by the Company to be executed by Employee, acknowledging the applicable restrictions on the transfer of the common shares being purchased as set forth under Section 7 of this Agreement. b. In the event common shares of the Company are listed on the NASDAQ National Market System or any exchange registered under the Securities Exchange Act of 1934 at the time all or any part of the option is exercised, in lieu of cash (and so long as the per share market price of common shares of the Company is then greater than the per share purchase price payable in respect of the common shares being purchased upon exercise of the options) the purchase price payable in exercise of the options may be paid by Employee by exchanging for cancellation by the Company common shares of the Company previously issued to Employee based on the fair market value of the common shares on the first trading day immediately preceding the date of exercise of the options. The fair market value of the common shares being offered as the exercise price shall equal the high bid price per common share as quoted on the NASDAQ system, or the closing sale price per common share as listed on an exchange registered under the Securities Exchange Act of 1934. c. The Company shall make prompt delivery of a certificate or certificates representing such common shares, provided that if any law or regulation requires the Company to take any action with respect to the common shares specified in such notice before the issuance thereof, then the date of delivery of such common shares shall be extended for the period necessary to take such action. If less than all common shares purchasable under the option are purchased, the Company will, promptly following such exercise, execute and deliver to Employee either an addendum to this Agreement or a new stock option agreement (dated the date thereof) evidencing the number of common shares remaining purchasable under the option after adjustment for any portion of the option exchanged in lieu of cash. The option must be exercised with respect to at least 500 of the common shares, unless a lesser number of the common shares are then exercisable, in which case it must be exercised with respect to such lesser number. 4. Termination of Option. Except as herein otherwise stated, any option --------------------- granted under this Agreement, to the extent not heretofore exercised, shall terminate upon the first to occur of the following dates: a. Upon termination of Employee's employment by the Company or any of its subsidiaries, as the case may be, if such termination is effected by the Company or any of its subsidiaries, as the case may be, under Section 4(a) or 4(d) of the Employment Agreement; b. Upon the voluntary termination of employment by Employee; or c. The close of business on March 27, 1999. 2 5. Reclassification, Consolidation or Merger. If and to the extent that ----------------------------------------- the number of issued common shares of the Company shall be increased or reduced by change in par value, split up, reverse split, reclassification, distribution of a dividend payable in stock, or the like, the number of common shares subject to option and the option price per share shall be proportionately adjusted. If the Company is reorganized, consolidated or merged with another corporation, or sells or transfers substantially all of its assets to another corporation, the agreement relating to such reorganization, consolidation, merger, sale or transfer shall provide that the option granted under this Agreement shall fully vest and be exercisable over a period of 10 days to be established by the Company in a written notice to Employee given not more than 60 days prior to the effective date of such reorganization, consolidation, merger, sale or transfer. 6. Rights Prior to Exercise of Option. This option is nontransferable by ---------------------------------- Employee, except in the event of Employee's death, and during Employee's lifetime is exercisable only by Employee. Employee shall have no rights as a stockholder with respect to any common shares purchasable hereunder until payment of the option price and delivery to Employee of such common shares as herein provided. 7. Restriction on Disposition. All common shares acquired by Employee -------------------------- pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Company's By-Laws, or imposed by applicable state and federal laws or regulations regarding the registration or qualification of such acquisition of common shares. All such common shares may not be sold or otherwise disposed of (i) within two years from the date of the granting of the option under which such common shares were acquired, (ii) within one year after the exercise of such option, and (iii) unless there is an effective registration statement covering such disposition under the Securities Act of 1933 (the "Act"), and effective registrations and qualifications under applicable state securities laws, or exemptions from such registration or qualifications under the Act and state securities laws are applicable. The Company will take such action as is reasonably necessary and proper to file a Form S-8 under the Securities Act of 1933, and to maintain the effectiveness of such registration statement, with respect to the sale of the shares which may be issued upon the exercise of the options covered by this Agreement to the extent permitted by law and applicable regulation. 8. Binding Effect. This Agreement shall inure to the benefit of and be -------------- binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. If possible, this Agreement shall be construed along with and in addition to any other agreement which the Company or any of its subsidiaries and Employee may enter into, but any provision in this Agreement which contradicts any provision of any other agreement shall take precedence and be binding over such other provision. Any masculine personal pronoun used herein shall be 3 considered to mean the corresponding feminine or neuter personal pronoun, as the context requires. 9. Execution Date. This Agreement and the Option granted to the optionee -------------- shall be deemed void and of no force or effect if the optionee has not executed and returned to the Company this Incentive Stock Option Agreement on or prior to May 28, 1994. IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be executed effective on the day and year first above written. CASINO MAGIC CORP. By: /s/ Marlin F. Torguson ----------------------- Marlin F. Torguson President EMPLOYEE /s/ Dual B. Cooper --------------------------- Dual B. Cooper 4 EX-4.3(C) 6 AGREEMENT DATED DECEMBER 18, 1998 EXHIBIT 4.3(c) AGREEMENT This Agreement is entered into this 18th day of December, 1995, by and between Casino Magic Corp., a Minnesota corporation (the "Company"), and Dual B. Cooper (the "Employee"). Recitals -------- WHEREAS, the Company and Employee are parties to an Employment Agreement dated March 28, 1994 (the "Employment Agreement"), pursuant to which Employee has acted as an employee of the Company; WHEREAS, Employee is currently acting as an officer and director of the Company and its direct and indirect subsidiaries and may be deemed an employee of such subsidiaries; WHEREAS, the Company and Employee are parties to a stock option agreement for non-statutory stock options dated March 28, 1995 (the "Stock Option Agreement"), whereby Employee was granted an option to acquire 44,000 shares of the Company's common stock at $7.20 per share (originally $15.75 per share): 6,600 of which shares have vested as of the date hereof, and 8,800 of which shares are scheduled to vest on March 28, 1996; WHEREAS, the Company, the Employee and Frommelt & Eide, Ltd. are parties to a stock escrow agreement dated March 25, 1995 (the "Stock Escrow Agreement"), whereby 21,250 shares of Company's common stock registered in Employee's name are being held by the Company for delivery to Employee upon the vesting thereof, of which 5,000 shares are scheduled to be delivered on March 28, 1996; and WHEREAS, the Company and Employee are desirous of terminating Employee's relationship with the Company as an officer, director and employee of the Company, amending the Employment Agreement and providing for other matters in connection with such termination; Agreement --------- NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties agree as follows: 1. Registration. Employee hereby resigns as an officer, member of the ------------ Board of Directors and employee of the Company and of each subsidiary of the Company, as of 5:00 p.m., Bay St. Louis, Mississippi time, on the date hereof, and will execute such other documents acknowledging such resignation as may be reasonably requested by the Company. 2. Term of Employment. Employee's term of employment under the Employment ------------------ Agreement shall terminate as of 5:00 p.m., Bay St. Louis, Mississippi time, on the date hereof. 1 3. Elimination of Sections 4(e) and 4(f). Sections 4(e) and 4(f) of the ------------------------------------- Employment Agreement are hereby mutually rescinded and of no force or effect. 4. Bonus Payment. As of the date hereof, Employee shall be entitled to ------------- receive a bonus of $25,000, payable in cash, after appropriate deduction for income taxes and other amounts normally or legally withheld from income, including amounts which may be withheld under the Employment Agreement. 5. Non-Competition. The period of non-competition under Section 6 of the --------------- Employment Agreement is hereby reduced from one year to a period ending on June 30, 1996; provided that should Employee violate the provisions of Section 6 of the Employment Agreement, such as accepting employment with an organization that competes with the business of the Company, the Company's only recourse will be to terminate the severance allowance specified in paragraph 6 of this Agreement as of the date of such violation. 6. Severance Allowance - In lieu of any other severance allowance which ------------------- may be payable to Employee under the Employment Agreement or otherwise, and so long as Employee is not in violation of Section 5 or 6 of the Employment Agreement, the Company will pay Employee the total sum of $300,000 in semi-monthly installments commencing on or about January 1, 1996 and concluding on or before June 30, 1996. 7. Relocation Expense and Forgiveness of Debt. As of the date hereof, ------------------------------------------ Employee shall be entitled to receive the sum of $20,000 as and for relocation expenses, with said amount, rather than being paid to Employee, being credited against Employee's debt to the Company of $38,623 and with the remaining debt balance of $18,623 being cancelled and forgiven. 8. Delivery of Shares under Stock Escrow Agreement. The 5,000 shares of ----------------------------------------------- the Company's common stock which were scheduled to be delivered to Employee on March 28, 1996, under the Stock Escrow Agreement, shall be delivered to Employee on or before December 31, 1995 at such address as Employee may designate in writing to the Escrow Agent under the Stock Exchange Agreement. The remaining 16,250 shares shall be returned to the Company for cancellation. The Company and Employee will provide the Escrow Agent with such instructions as Escrow Agent may reasonably request, consistent with this paragraph 8. 9. Stock Options. The option to acquire 8,800 shares of the Company's ------------- common stock due to become exercisable on March 28, 1995 under the Stock Option Agreement, shall become exercisable immediately. In addition, so long as Employee is not in violation of Section 5 of the Employment Agreement, an additional 9,600 shares of common stock shall become exercisable under the Stock Option Agreement on June 30, 1996. All other options granted under the Stock Option Agreement shall lapse as of the date hereof. 10. Medical. The Company will continue to pay for Employee's medical ------- insurance, providing for coverage equal to that now being provided to Employee, through June 30, 1996. 11. Release. Except as provided in this Agreement or in the Employment ------- Agreement, the Stock Option Agreement or the Stock Escrow Agreement, all as may be modified by this Agreement, Employee hereby forever releases and discharges the Company, its direct and indirect subsidiaries, and their respective officers, directors and agents for, and holds the Company and such subsidiaries, officer, directors and agents harmless from, all claims and liabilities (including but not limited to causes of action) which may have arisen or may arise out of the Employment Agreement or Employee's employment with the Company or any of its subsidiaries, whether now known or unknown, existing or contingent. CASINO MAGIC CORP. /s/ Dual B. Cooper Jr /s/ Marlin F. Torguson - ------------------------- --------------------------- Dual B. Cooper, Jr. Marlin F. Torguson Chairman of the Board STATE OF MISSISSIPPI COUNTY OF HANCOCK Personally appeared before me, the undersigned authority, in and for the said County and State, within my jurisdiction, the within named Marlin F. Torguson, who acknowledged that he is the Chairman of the Board, respectively of Casino Magic Corp., a Minnesota Corporation, and that for and on behalf of said corporation, he signed and delivered the above and foregoing instruments for the purposes mentioned on the day and year therein mentioned, after first having been duly authorized by said corporation so to do. GIVEN under my hand and official seal of office on this the 18th day of December, 1995. /s/ SIGNATURE ILLEGIBLE ------------------------------ Notary Public My Commission Expires: 8-5-98 - ------------ EX-4.3(D) 7 NON-STATUTORY STOCK OPTION AGREEMENT EXHIBIT 4.3(D) CASINO MAGIC CORP. NON-STATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT, made and entered into effective as of the 27th day of July, 1994, by and between Casino Magic Corp., a Minnesota corporation (hereinafter referred to as the "Company"), and W. William Bednarczyk, a resident of the State of Minnesota (hereinafter referred to as "Director"). W I T N E S S E T H: WHEREAS, W. William Bednarczyk is a Director of the Company; and WHEREAS, the Company considers it desirable and in its best interest that Director be given an added incentive to advance the interests of the Company and its subsidiaries by possessing a non-statutory stock option to purchase common shares of the Company. NOW THEREFORE, in consideration of the premises and mutual covenants herein, the parties hereto agree as follows: 1. Grant of Option. The Company grants to Director a non-statutory stock --------------- option to purchase 75,000 common shares of the Company at a purchase price of $7.20 per share, in the manner and subject to the conditions hereinafter provided. 2. Time of Exercise of Option/Vesting. The options granted under this ---------------------------------- Agreement may be exercised by Director after July 27, 1994, as to 15,000 shares of common stock of the Company; after May 12, 1995, as to an additional 15,000 of said shares of common stock of the Company; after May 12, 1996, as to an additional 15,000 shares of common stock of the Company; after May 12, 1997, as to an additional 15,000 of said shares of common stock of the Company; and after May 12, 1998, as to all shares of common stock of the Company purchasable hereunder. If Director (i) voluntarily resigns as a member of the Board of Directors, (ii) refuses to consent to or stand for election as a member of the Board of Directors, or (iii) conducts himself in a manner which by law makes him ineligible to serve as a member of the Board of Directors, then Director will only have the right to purchase such number of shares hereunder as he was entitled to purchase at the time Director ceased to serve as a member of the Board of Directors. 3. Method of Exercise. ------------------ a. The option shall be exercised by written notice to the Board of Directors of the Company, at the Company's principal place of business, accompanied by cash, cashier's check or certified check in payment of the purchase price for the number of the common shares specified and paid for, and accompanied by any document reasonably required by the Company to be executed by Director, acknowledging the applicable restrictions on the transfer of the common shares being purchased as set forth under Section 7 of this Agreement. b. In the event common shares of the Company are listed on the NASDAQ system or any exchange registered under the Securities Exchange Act of 1934 at the time all or any part of the option is exercised, in lieu of cash (and so long as the per share market price of common shares of the Company is then greater than the per share purchase price payable in respect of the common shares being purchased upon exercise of the options) the purchase price payable in exercise of the options may be paid by Employee by exchanging for cancellation by the Company common shares of the Company previously issued to Employee based on the fair market value of the common shares on the first trading day immediately preceding the date of exercise of the options. The fair market value of the common shares being offered as the exercise price shall equal the closing sale price per common share (or the closing bid, if no sales were reported) as quoted on the NASDAQ system, or the closing sale price per common share as listed on an exchange registered under the Securities Exchange Act of 1934. c. The Company shall make prompt delivery of a certificate or certificates representing such common shares, provided that if any law or regulation requires the Company to take any action with respect to the common shares specified in such notice before the issuance thereof, then the date of delivery of such common shares shall be extended for the period necessary to take action. The option must be exercised with respect to at least 500 of the common shares, unless a lesser number of the common shares are then exercisable, in which case it must be exercised with respect to such lesser number. 4. Termination of Option. Except as herein otherwise stated, any option --------------------- granted under this Agreement, to the extent not heretofore exercised, shall terminate on the close of business on May 12, 1999. 5. Reclassification, Consolidation or Merger. ----------------------------------------- If and to the extent that the number of issued shares of the Company shall be increased or reduced by change in par value, split up, reverse split, reclassification, distribution of a dividend payable in stock, or the like, the number of shares of common stock subject to this option and the option price per share shall be proportionately adjusted. In the event the Company dissolves or liquidates and another entity succeeds to its assets, or in the event of a merger or consolidation in which the Company is not the surviving entity, or in the event of a reverse merger in which the Company survives but its shares immediately preceding the merger are converted into other property by virtue of the merger, then the options shall accelerate and 2 become exercisable immediately prior to such dissolution or liquidation or merger or consolidation, unless the surviving entity assumes the outstanding options or substitutes similar options in the same proportion, at an equivalent price and subject to the same conditions for those outstanding. 6. Rights Prior to Exercise of Option. Director shall have no rights as a ---------------------------------- stockholder with respect to any common shares purchasable hereunder until payment of the option price and delivery to him of such common shares as herein provided. 7. Restriction on Disposition. All common shares acquired by the Director -------------------------- pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Company's Articles of Incorporation or By-Laws. As a condition to the exercise of the option, the Company may require that Director or his permitted transferee execute such documents as the Company deems reasonable or necessary to insure compliance with federal and state laws and regulations relating to the sale of securities, including the availability of an exemption from the registration or qualification of such sale under such laws or regulations. The common shares acquired upon exercise of the option may not be sold or otherwise disposed of unless there is an effective registration statement covering such disposition under the Securities Act of 1933, and effective registrations and qualifications under applicable state securities laws, unless exemptions from such registration or qualifications under the Act and state securities laws are applicable. Certificates representing common shares issued upon exercise of the option may contain a legend relating to restrictions on transfer as set forth above. 8. Transferability of Option/Vesting Upon Death. The options granted -------------------------------------------- under this Agreement are transferable by Director during his lifetime with the prior written consent of the Company, which it may withhold for any reason. In the event of the death of Director, the options granted under this Agreement shall become fully vested, notwithstanding the vesting schedule in Paragraph 2, and shall be transferable by will or in accordance with the laws of descent and distribution, and shall remain exercisable until the close of business on the date specified in Paragraph 4 hereof. 9. Binding Effect. This Agreement shall inure to the benefit of and be -------------- binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. If possible, this Agreement shall be construed along with and in addition to any other agreement which the Company and Director may enter into, but any provision in this Agreement which contradicts any provision of any other agreement shall take precedence and be binding over such other provision. Any masculine personal pronoun used herein shall be considered to mean the corresponding feminine or neuter personal pronoun, as the context requires. 10. Execution Date. This Agreement and the option granted to the Director -------------- shall be deemed void and of no force or effect if the Director has not executed and returned to the Company this Non-Statutory Stock Option Agreement within 45 days of Director's receipt hereof. 3 IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be executed effective on the day and year first above written. CASINO MAGIC CORP. By: /s/ Dual B. Cooper, Jr. ---------------------------- Dual B. Cooper, Jr. President DIRECTOR /s/ W. William Bednarczyk -------------------------------- W. William Bednarczyk 4 EX-4.3(E) 8 NON-STATUTORY STOCK OPTION AGREEMENT EXHIBIT 4.3(e) CASINO MAGIC CORP. STOCK OPTION AGREEMENT FOR NON-STATUTORY STOCK OPTIONS THIS AGREEMENT, made and entered into effective as of the 25th day of February, 1994, by and between Casino Magic Corp., a Minnesota corporation (hereinafter referred to as the "Company"), and Hugh J. Shaddick (hereinafter referred to as the "Employee"). W I T N E S S E T H : WHEREAS, the Employee is a valuable and trusted employee of the Company or a subsidiary of the Company, and has entered into an Employment Agreement (the "Employment Agreement") with the Company dated January 1, 1994; and WHEREAS, the Company considers it desirable and in its best interest that the Employee be given an inducement to acquire a further proprietary interest in the Company, and an added incentive to advance the interests of the Company and its subsidiaries, by possessing a stock option to purchase common shares of the Company. NOW THEREFORE, in consideration of the premises and mutual covenants herein, the parties hereto agree as follows: 1. Grant of Option. The Company grants to the Employee a non-statutory --------------- stock option to purchase 44,000 common shares of the Company at a purchase price of $14.25 per share, in the manner and subject to the conditions hereinafter provided. 2. Time of Exercise of Option. The option granted under this Agreement -------------------------- may be exercised by the Employee after February 24, 1995, as to 6,600 of the common shares purchasable hereunder; after February 24, 1996, as to an additional 8,800 of said common shares; after February 24, 1997, as to an additional 11,000 of said common shares; and all of such shares may be purchased after February 24, 1998. 3. Method of Exercise. ------------------ a. The option shall be exercised by written notice to the Board of Directors of the Company, at the Company's principal place of business, accompanied by cash, cashier's check or certified check in payment of the purchase price for the number of the common shares specified and paid for, and accompanied by any document reasonably required by the Company to be executed by Employee, acknowledging the applicable restrictions on the transfer of the common shares being purchased as set forth under Section 7 of this Agreement. b. In the event common shares of the Company are listed on the NASDAQ system or any exchange registered under the Securities Exchange Act of 1934 at the time all or any part of the option is exercised, in lieu of cash (and so long as the per share market price of common shares of the Company is then greater than the per share purchase price payable in respect of the common shares being purchased upon exercise of the options) the purchase price payable in exercise of the options may be paid by Employee by exchanging for cancellation by the Company common shares of the Company previously issued to Employee based on the fair market value of the common shares on the first trading day immediately preceding the date of exercise of the options. The fair market value of the common shares being offered as the exercise price shall equal the high bid price per common share as quoted on the NASDAQ system, or the closing sale price per common share as listed on an exchange registered under the Securities Exchange Act of 1934. c. The Company shall make prompt delivery of a certificate or certificates representing such common shares, provided that if any law or regulation requires the Company to take any action with respect to the common shares specified in such notice before the issuance thereof, then the date of delivery of such common shares shall be extended for the period necessary to take such action. If less than all common shares purchasable under the option are purchased, the Company will, promptly following such exercise, execute and deliver to Employee either an addendum to this Agreement or a new stock option agreement (dated the date thereof) evidencing the number of common shares remaining purchasable under the option after adjustment for any portion of the option exchanged in lieu of cash. The option must be exercised with respect to at least 500 of the common shares, unless a lesser number of the common shares are then exercisable, in which case it must be exercised with respect to such lesser number. 4. Termination of Option. Except as herein otherwise stated, any option --------------------- granted under this Agreement, to the extent not heretofore exercised, shall terminate upon the first to occur of the following dates: a. Upon termination of Employee's employment by the Company or any of its subsidiaries, as the case may be, if such termination is effected by the Company or any of its subsidiaries, as the case may be, under Section 4(a) or 4(d) of the Employment Agreement; b. Upon the voluntary termination of employment by Employee; or c. The close of business on February 24, 1999. 2 5. Reclassification, Consolidation or Merger. If and to the extent that ----------------------------------------- the number of issued common shares of the Company shall be increased or reduced by change in par value, split up, reverse split, reclassification, distribution of a dividend payable in stock, or the like, the number of common shares subject to option and the option price per share shall be proportionately adjusted. If the Company is reorganized, consolidated or merged with another corporation, or sells or transfers substantially all of its assets to another corporation, the agreement relating to such reorganization, consolidation, merger, sale or transfer shall provide that the option granted under this Agreement shall fully vest and be exercisable over a period of 10 days to be established by the Company in a written notice to Employee given not more than 60 days prior to the effective date of such reorganization, consolidation, merger, sale or transfer. 6. Rights Prior to Exercise of Option. This option is nontransferable by ---------------------------------- Employee, except in the event of Employee's death, and during Employee's lifetime is exercisable only by Employee. Employee shall have no rights as a stockholder with respect to any common shares purchasable hereunder until payment of the option price and delivery to Employee of such common shares as herein provided. 7. Restriction on Disposition. All common shares acquired by Employee -------------------------- pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Company's By-Laws, or imposed by applicable state and federal laws or regulations regarding the registration or qualification of such acquisition of common shares. All such common shares may not be sold or otherwise disposed of (i) within two years from the date of the granting of the option under which such common shares were acquired, (ii) within one year after the exercise of such option, and (iii) unless there is an effective registration statement covering such disposition under the Securities Act of 1933 (the "Act"), and effective registrations and qualifications under applicable state securities laws, or exemptions from such registration or qualifications under the Act and state securities laws are applicable. The Company will take such action as is reasonably necessary and proper to file a Form S-8 under the Securities Act of 1933, and to maintain the effectiveness of such registration statement, with respect to the sale of the shares which may be issued upon the exercise of the options covered by this Agreement to the extent permitted by law and applicable regulation. 8. Binding Effect. This Agreement shall inure to the benefit of and be -------------- binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. If possible, this Agreement shall be construed along with and in addition to any other agreement which the Company or any of its subsidiaries and Employee may enter into, but any provision in this Agreement which contradicts any provision of any other agreement shall take precedence and be binding over such other provision. Any masculine personal pronoun used herein shall be 3 considered to mean the corresponding feminine or neuter personal pronoun, as the context requires. 9. Execution Date. This Agreement and the Option granted to the optionee -------------- shall be deemed void and of no force or effect if the optionee has not executed and returned to the Company this Incentive Stock Option Agreement on or prior to May 28, 1994. IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be executed effective on the day and year first above written. CASINO MAGIC CORP. By: /s/ Marlin F. Torguson ------------------------------- Marlin F. Torguson President EMPLOYEE /s/ Hugh J. Shaddick ---------------------------------- Hugh J. Shaddick 4 EX-5.1 9 LEGAL OPINION OF IRELL & MANELLA LLP Exhibit 5.1 November 11, 1998 Board of Directors Hollywood Park, Inc. 1050 South Prairie Avenue Inglewood, CA 90301 Gentlemen: We have acted as counsel in connection with the preparation and filing of that certain Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission in connection with the registration of 399,524 shares of the Common Stock (the "Common Stock") of Hollywood Park, Inc., a Delaware corporation (the "Company"), issuable upon exercise of options assumed by the Company in connection with a merger between a wholly-owned subsidiary of the Company and Casino Magic Corp. Certain of the options were originally granted by Casino Magic Corp. pursuant to its 1992 Stock Incentive Option Plan (the "Plan") while the remainder were granted outside of the Plan to current and former employees and directors of Casino Magic Corp. As such counsel, we have examined the Plan and such other matters and documents as we have deemed necessary or relevant as a basis for this opinion. Based on these examinations, it is our opinion that such Common Stock, when sold and issued in the manner referred to in the Registration Statement will be legally issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and any amendment thereto. This opinion is furnished to you in connection with the registration of the above-described shares, is solely for your benefit and may not be relied upon by, nor copies delivered to, any other person or entity without our prior written consent. Very truly yours, /s/ Irell & Manella IRELL & MANELLA LLP EX-23.2 10 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement on Form S-8, with respect to the registration of shares issued upon exercise of options granted pursuant to the 1992 Incentive Stock Option of Casino Magic Corp. (the "Plan") and certain shares granted outside of the Plan of our report dated February 27, 1998 on the consolidated balance sheets of Hollywood Park, Inc. and subsidiaries as of December 31, 1997, and 1996, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1997, which report appears in the Annual Report on Form 10-K of Hollywood Park, Inc. for the fiscal year ended December 31, 1997. ARTHUR ANDERSEN LLP Los Angeles, California November 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----