-----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, OTc1uUAhDNs7nXynRLdWZZEYM65F5N1V+YxfQYMdEC378mrSwjGKwwNRMdLUkU/K p/mxnmvlFT3iHsj3Ok4R3w== 0000906477-99-000006.txt : 19990308 0000906477-99-000006.hdr.sgml : 19990308 ACCESSION NUMBER: 0000906477-99-000006 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASINOVATIONS INC CENTRAL INDEX KEY: 0001004673 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] IRS NUMBER: 911696010 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-31373 FILM NUMBER: 99557856 BUSINESS ADDRESS: STREET 1: 6744 S SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 7027337195 MAIL ADDRESS: STREET 1: 6744 S SPENCER STREET CITY: LAS VEGAS STATE: NV ZIP: 89118 POS AM 1 As filed with the Securities and Exchange Commission on March 5, 1999. Registration No. 333-31373 ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (POST-EFFECTIVE AMENDMENT NO. 5) CASINOVATIONS INCORPORATED Washington 91-1696010 - ------------------- -------------------- ------------------- (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification No.) incorporation or Classification Code organization) Number) 6744 S. Spencer Street, Las Vegas, Nevada 89119 Telephone: (702) 733-7195, Facsimile: (702) 733-7197 - ----------------------------------------------------------------- (Address and telephone number of principal executive offices and principal place of business) Jay L. King 6744 S. Spencer Street, Las Vegas, Nevada 89119 Telephone: (702) 733-7195, Facsimile: (702) 733-7197 - ----------------------------------------------------------------- (Name, address and telephone number of agent for service) WITH COPIES TO: Michael J. Bonner, Esq. Sherwood N. Cook, Esq. Robert C. Kim, Esq. Kummer Kaempfer Bonner & Renshaw 3800 Howard Hughes Parkway, 7th Floor Las Vegas, Nevada 89109 Telephone: (702) 792-7000, Facsimile: (702) 796-7181 - ----------------------------------------------------------------- APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: Upon filing. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE =========================================================================================================================== Title of each class of securities Amount to be Proposed maximum offering Proposed maximum Amount of to be registered registered price per unit aggregate offering price registration fee =========================================================================================================================== Common Stock, $.001 par value 1,517,744 $2.50 $3,794,360 $1,184.20 - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 2,219,041 $2.50 $5,547,603 $1,733.63 - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 200,000 $3.75 $750,000 $234.38 =========================================================================================================================== Before deducting offering expenses. As the Company has previously paid fees of $1,171.87 with respect to the registration of 1,500,000 shares of common stock, the Company has filed herewith fees of only $12.33 with respect to the registration of 17,744 additional shares of common stock. Represents shares of common stock registered on behalf of selling security holders. The Company has previously paid fees on these shares. Represents shares of common stock underlying Class A Warrants.
First Global Securities, Inc. Grant Bettingen, Inc. INCORPORATION BY REFERENCE This Post-Effective Amendment No. 5 to the Registration Statement on Form SB-2/A is being filed by Casinovations Incorporated, a Washington corporation (the "Company") pursuant to General Instruction C to Form SB-2 to register 17,744 shares of the Company's common stock (the "Shares") in addition to the 1,500,000 shares of the Company's common stock already registered pursuant to that certain Post-Effective Amendment No. 4 to the Registration Statement on Form SB-2/A as filed with and declared effective by the Securities and Exchange Commission (the "Commission") on October 16, 1998. Pursuant to General Instruction C to Form SB-2/A, except as otherwise provided herein, the contents of the Company's Post- Effective Amendment No. 4 to the Registration Statement on Form SB-2/A (Registration No. 333-31373), filed with the Commission on October 16, 1998, is hereby incorporated by this reference. EXHIBITS NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 5.01 Consent and Opinion of Randall & Danskin, P.S. regarding legality of securities registered under this Registration Statement. 23.01 Consent of James E. Scheifley & Associates, P.C. 2 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Las Vegas, State of Nevada on the 1st day of March 1999. Casinovations Incorporated By: /s/ Jay L. King ---------------------------- Jay L. King Secretary, Treasurer and Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. Signature Capacity Date * President, Chief Executive Officer March 2, 1999 - --------------------- and Director Steven J. Blad /s/ Jay L. King Treasurer, Secretary March 2, 1999 - --------------------- and Chief Financial Officer Jay L. King * Director March 2, 1999 - --------------------- Richard S. Huson /s/ Ron Keil Director March 2, 1999 - --------------------- Ron Keil * Director March 2, 1999 - --------------------- Jamie McKee * Director March 2, 1999 - --------------------- David E. Sampson * Director March 2, 1999 - --------------------- Bob Smith By: /s/ Jay L. King Attorney-in-Fact March 2, 1999 ----------------- Jay L. King EXHIBIT INDEX NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 5.01 Consent and Opinion of Randall & Danskin, P.S. 5 regarding legality of securities registered under this Registration Statement. 23.01 Consent of James E. Scheifley & Associates, P.C. 7
EX-5 2 [ORIGINAL ON LETTERHEAD OF RANDALL & DANSKIN, P.S.] March 3, 1999 Casinovations Incorporated 6744 S. Spencer Street Las Vegas, Nevada 89119 Re: CASINOVATIONS INCORPORATED OUR FILE NO. 40152 Gentlemen: We have acted as special Washington counsel to Casinovations Incorporated (the "Company"), a Washington corporation, in connection with the preparation of a registration statement on Form SB-2/A, Commission File No. 333-31373 (the "Registration Statement") under the Securities Act of 1933, as amended, for the registration and public sale of 1,517,744 shares of common stock, par value $.001 per share, of the Company (the "Shares"). As special counsel to the Company, we are familiar with the corporate undertakings of the Company to authorize the offering of the Shares. We have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion. In making such examination, we have assumed the genuineness of all documents submitted to us as certified or photostatic copies. As to questions of fact material to this opinion, where such facts have not been independently established, we have relied to the extent we deemed reasonably appropriate, upon representations and warranties of the Company, and upon certificates or representations of corporate officers of the Company, and of government officials. We have also considered those questions of law that we deemed relevant. Based upon the foregoing, it is our opinion that the Shares to be registered pursuant to the Registration Statement have been duly authorized, and when issued against payment therefore, pursuant to the terms of the Registrations Statement, will be validly issued and fully paid. Casinovations Incorporated March 3, 1999 Page 2 We consent to the inclusion of this opinion as an exhibit to the Registration Statement, and to the reference to this opinion, and to this firm, elsewhere in the Registration Statement. Very truly yours, RANDALL & DANSKIN, P.S. /s/ Douglas Siddoway Douglas Siddoway EX-23 3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the use in this Post-Effective Amendment No. 5 to the Registration Statement on Form SB-2 filed in behalf of Casinovations Incorporated of our report dated February 5, 1998, relating to the financial statements of Casinovations Incorporated as of December 31, 1997 and to the reference to our firm under the caption " EXPERTS " in the registration statement. /s/ James E. Scheifley & Associates, P.C. James E. Scheifley & Associates, P.C. Certified Public Accountants March 3, 1999 Englewood, Colorado -----END PRIVACY-ENHANCED MESSAGE-----