-----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, T+sQkVKXTSasu1MLHGrUYz+OB+RLNQhSm0a9UKGPGSE7eJCEPcoX6ACwXytl4H7M VLwwFSosL84uakyt4YgJvg== 0000002491-97-000004.txt : 19970131 0000002491-97-000004.hdr.sgml : 19970131 ACCESSION NUMBER: 0000002491-97-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970130 EFFECTIVENESS DATE: 19970130 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE GAMING CORP CENTRAL INDEX KEY: 0000002491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880104066 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-20685 FILM NUMBER: 97513968 BUSINESS ADDRESS: STREET 1: 6601 S. BERMUDA RD. CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 702-270-6700 MAIL ADDRESS: STREET 1: 4380 BOULDER HIGHWAY CITY: LAS VEGAS STATE: NV ZIP: 89121 FORMER COMPANY: FORMER CONFORMED NAME: UNITED GAMING INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAMING & TECHNOLOGY INC DATE OF NAME CHANGE: 19890206 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED PATENT TECHNOLOGY INC DATE OF NAME CHANGE: 19830519 S-8 1 Registration No. ______ ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM S-8 Registration Statement Under the Securities Act of 1933 _______ Alliance Gaming Corporation (Exact name of registrant as specified in its charter) ________ Nevada 88-0104066 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 6601 South Bermuda Road Las Vegas, Nevada 89119-3605 (702) 270-7600 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) 1991 Incentive Plan 1991 Non-Employee Directors' Option Plan 1994 Non-Employee Directors' Option Plan (Full Title of the Plans) Scott D. Schweinfurth Chief Financial Officer Alliance Gaming Corporation 6601 South Bermuda Road Las Vegas, Nevada 89119-3605 (702) 270-7600 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Shares to to be Price Per Offering Registration be Registered Registered Unit (1) Price (1) Fee Common Stock, $.10 par value 439,950 $3.53 $1,554,206 $470.97 15% Non-Voting Senior Special Stock, Series B, $.10 par value 24,600 $100 $2,460,000 $745.45 (1) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h) based on the average price at which the options referred to herein may be exercised. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents By Reference The following documents, filed with the Securities and Exchange Commission (the "Commission") by Alliance Gaming Corporation (the "Company"), are incorporated by reference: (a) The Company's Annual Report on Form 10-K, as amended, for the fiscal year ended June 30, 1996, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996, pursuant to the Exchange Act; (c) The Company's Current Reports on Form 8-K filed on September 11, 1996 and October 28, 1996, pursuant to the Exchange Act; and (d) The description of the common stock of the Company, $.10 par value (the "Common Stock"), and the 15% Non- Voting Senior Pay-in-Kind Special Stock, Series B, of the Company, $.10 par value (the "Special Stock") contained in a registration statement filed under the Securities Exchange Act of 1933, which is on file with the Commission. In addition, all documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents with the Commission. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel None. Item 6. Indemnification of Directors and Officers Article VI of the Company's Articles of Incorporation limits the liability of the Company's directors and officers. It provides that a director or officer of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) for the payment of dividends in violation of Section 78.300 of the Nevada General Corporation Law. It also provides that any repeal or modification of the foregoing provision of the stockholders of the Company will be prospective only, and will not adversely affect any limitation on the personal liability of a director or officer of the Company existing at the time of such repeal or modification. Section 78.300 of the Nevada General Corporation Law provides: 1. The directors of a corporation shall not make dividends or other distributions to stockholders except as provided by such section. 2. In case of any willful or grossly negligent violation of the provisions of such section, the directors under whose administration the violation occurred, except those who caused their dissent to be entered upon the minutes of the meeting of the directors at the time, or who not then being present caused their dissent to be entered on learning of such action, are jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolution or insolvency, to its creditors at the time of the violation, or any of them, to the lesser of the full amount of the dividend made or of any loss sustained by the corporation by reason of the dividend or other distribution to stockholders. However, Section 78.751 of the Nevada General Corporation Law permits the Registrant to indemnify its directors and officers as follows: 1. 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, suit or proceeding, whether civil, criminal, administrative or investigative, except any action by or in the right of the corporation, 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 the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which 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, has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. 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 suit by or in the right of the corporation to procure a judgment in its favor 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 the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines, upon application, that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter herein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under subsections 1 and 2, unless offered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion. 5. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed as part of this registration statement: 4.1 Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of Special Stock and Qualifications, Limitations and Restrictions thereof of 15% Non-Voting Senior Pay-in-Kind Special Stock, Series B, $.10 par value, of Alliance Gaming Corporation (incorporated by reference to Exhibit 4.1 of Alliance Gaming Corporation's Registration Statement No. 333-10011 on Form S-4). 4.2 1991 Incentive Plan of Bally Gaming International, Inc. (incorporated by reference to Exhibit 10(iii)(a) included in Bally Gaming International, Inc.'s Registration Statement No. 33-42227 on Form S-1). 4.3 Amendment No. 1 to 1991 Incentive Plan of Bally Gaming International, Inc. (incorporated by reference to Exhibit 10(iii)(b) included in Bally Gaming International, Inc.'s Annual Report on Form 10K for the fiscal year ended December 31, 1991). 4.4 Amendment No. 2 to 1991 Incentive Plan of Bally Gaming International, Inc. (incorporated by reference to Bally Gaming International, Inc.'s Registration Statement No. 33-71606 on Form S-8). 4.5 Amendment No. 3 to 1991 Incentive Plan of Bally Gaming International Inc. (incorporated by reference to Annex III of Alliance Gaming Corporation's Registration Statement No. 333-01527 on Form S-4). 4.6 1991 Non-Employee Directors' Option Plan of Bally Gaming International, Inc. (incorporated by reference to Exhibit 10(iii)(f) included in Bally Gaming International, Inc.'s Annual Report on Form 10K for the fiscal year ended December 31, 1991). 4.7 Amendment No. 1 to the 1991 Non-Employee Directors' Option Plan of Bally Gaming International, Inc. (incorporated by reference to Exhibit 10(iii)(g) included in Bally Gaming International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1991). 4.8 Amendment No. 3 to the 1991 Non- Employees Directors' Option Plan of Bally Gaming International, Inc. (incorporated by reference to Annex IV of Alliance Gaming Corporation's Registration Statement No. 333-01527 on Form S-4). 4.9 Bally Gaming International, Inc. 1994 Stock Option Plan for Non-Employee Director's. Incorporated by reference to exhibit 10(iii)(k) included in Bally Gaming International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 4.10 1994 Non-Employee Directors' Option Plan of Bally Gaming International, Inc, as amended. (incorporated by reference to Annex V of Alliance Gaming Corporation's Registration Statement No. 333-01527 on Form S-4). 5.1 Opinion of Schreck Morris (filed herewith). 23.1 Consent of KPMG Peat Marwick LLP (filed herewith). 23.2 Consent of Schreck Morris (included in Exhibit 5.1). 24 Power of Attorney (included in signature page to this registration statement). Item 9. Undertakings. 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 of 1933; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 registration statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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. 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions set forth in response to Item 6, 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 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Alliance Gaming Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on this 29 day of January, 1997. ALLIANCE GAMING CORPORATION By:________/s/______________ Scott D. Schweinfurth Principal Accounting and Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Scott D. Schweinfurth and David D. Johnson his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date ___/s/______________ Senior Vice President, Scott Schweinfurth Chief Financial Officer and Treasurer January 29, (Principal Accounting Officer 1997 and Principal Financial Officer) ___/s/______________ Director January 29, Anthony DiCesare 1997 ___/s/______________ Director January 29, Dr. Craig Fields 1997 ___/s/______________ Director January 29, Joel Kirschbaum 1997 ___/s/______________ Director January 29, Alfred H. Wilms 1997 ___/s/______________ Director January 29, David Robbins 1997 ___/s/______________ Director January 29, Jacques Andre 1997 EX-5.1 2 Exhibit 5.1 January 28, 1997 Alliance Gaming Corporation 6601 S. Bermuda Road Las Vegas, Nevada 89121 Re.: Alliance Gaming Corporation Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for Alliance Gaming Corporation, a Nevada corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 439,950 shares of the Company's Common Stock, par value $.10 per share ("Common Stock") and 24,600 shares of 15% Non-Voting Senior Special Stock, Series B, $.10 par value ("Special Stock" and, together with the Common Stock, the "Shares") issuable under the Company's 1991 Incentive Plan, 1991 Non-Employee Directors Option Plan and 1994 Non-Employee Directors' Option Plan (collectively, the "Plans"), under the Registration Statement on Form S-8 about to be filed with the Securities and Exchange Commission (the "Commission"). In rendering the opinions hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such documents, records, agreements and other instruments, including the Registration Statement, and we have obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances, as we have deemed necessary and appropriate for the purpose of this opinion. Without limiting the generality of the foregoing, in our examination, we have assumed without independent verification, that (i) each of the parties thereto has duly and validly executed and delivered each instrument, document, and agreement to which such party is a signatory, (ii) each natural person executing any such instrument, document, or agreement is legally competent to do so, (iii) all documents submitted to us as originals are authentic, the signatures on all Alliance Gaming Corporation January 27, 1997 Page 2 documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic or facsimile copies conform to the original document, (iv) all corporate records made available to us by the Company and all public records reviewed are accurate and complete, and (v) at the Effective Time of the merger pursuant to that certain Agreement and Plan of Merger dated as of October 18, 1995, by and among the Company and BGII Acquisition Corp., the options outstanding under the BGII Stock Option Plans were or became fully vested and exercisable and were assumed by the Company under the Plans. Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that, when the Shares have been registered under the Act, and when issued and sold by the Company in accordance with the Prospectus covering the Shares and forming a part of the Registration Statement, the Shares will be duly authorized, validly issued, fully paid and non-assessable. We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to the laws of the State of Nevada and we do not purport to be experts on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal law, including any federal securities law, or any state securities or Blue Sky laws. We hereby consent to this filing of this opinion as an exhibit to the Registration Statement and the reference to this firm therein. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Yours very truly, SCHRECK MORRIS EX-23.1 3 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS' The Board of Directors Alliance Gaming Corporation We consent to incorporation by reference in the registration statement on Form S-8 of Alliance Gaming Corporation of our report dated September 16, 1996, relating to the consolidated balance sheets of Alliance Gaming Corporation and subsidiaries as of June 30, 1995 and 1996 and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended June 30, 1996, which report appears in the June 30, 1996 annual report on Form 10-K of Alliance Gaming Corporation. KPMG Peat Marwick LLP Las Vegas, Nevada January 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----