-----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, JuPVGqkm1KDQo15TY6Abc/+lrpCGacpoEcVDmJmvK85QtFILGyD51RBVrSKq5nsV OJffiuMI85n1uDKd0ezDRA== 0000912057-96-012345.txt : 19960617 0000912057-96-012345.hdr.sgml : 19960617 ACCESSION NUMBER: 0000912057-96-012345 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 5 333-02145 FILED AS OF DATE: 19960614 EFFECTIVENESS DATE: 19960614 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-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-05983 FILM NUMBER: 96580859 BUSINESS ADDRESS: STREET 1: 4380 BOULDER HGWY CITY: LAS VEGAS STATE: NV ZIP: 89121 BUSINESS PHONE: 7024354200 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-2MEF 1 S-2MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-2 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 incorporation or (I.R.S. Employer Identification No.) organization)
4380 BOULDER HIGHWAY, LAS VEGAS, NEVADA 89121 (702) 435-4200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JOHN W. ALDERFER CHIEF FINANCIAL OFFICER 4380 BOULDER HIGHWAY LAS VEGAS, NEVADA 89121 (702) 435-4200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------ COPIES TO: LAWRENCE LEDERMAN, Esq. NICHOLAS P. SAGGESE, Esq. ARNOLD B. PEINADO, III, Esq. Skadden, Arps, Slate, Meagher & Flom Milbank, Tweed, Hadley & McCloy 300 South Grand Avenue 1 Chase Manhattan Plaza Los Angeles, California 90071 New York, New York 10005 (213) 687-5000 (212) 530-5000
------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If the registrant elects to deliver its latest annual report to security-holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this form, check the following box. / / 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/ 333-02145 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 number 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
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED BE REGISTERED (1) PER UNIT (1)(2) PRICE (1)(2) FEE (1) 15% Non-Voting Senior Pay-in-Kind Special Stock, Series B......................................... $16,000,000 75% $12,000,000 $4,138 (1) Includes $750,000 subject to the Underwriters' over-allotment option and $6,250,000 representing the maximum number of shares of 15% Non-Voting Senior Pay-in-Kind Special Stock, Series B, that may be issued as dividends on outstanding shares of such stock pursuant to its pay-in-kind feature. (2) Estimated solely for purposes of calculating the registration fee.
------------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement filed by Alliance Gaming Corporation with the Securities and Exchange Commission (Registration No. 333-02145) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Alliance Gaming Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 1996. ALLIANCE GAMING CORPORATION By: /s/ JOHN W. ALDERFER* ------------------------------------------------------------------------ Name: John W. Alderfer Title: Senior Vice President--Finance and Administration, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------ --------------------------------- ---------------------- Chairman of the Board of /s/ STEVE GREATHOUSE* Directors, President and Chief ------------------------------------------- Executive Officer (Principal June 14, 1996 Steve Greathouse Executive Officer) Senior Vice President-Finance and /s/ JOHN W. ALDERFER* Administration, Chief Financial ------------------------------------------- Officer and Treasurer (Principal June 14, 1996 John W. Alderfer Financial and Accounting Officer) /s/ ANTHONY DICESARE ------------------------------------------- Director and Executive Vice June 14, 1996 Anthony DiCesare President-Development ------------------------------------------- Director (Vice Chairman of the June 14, 1996 Dr. Craig Fields Board) /s/ JOEL KIRSCHBAUM* ------------------------------------------- Director June 14, 1996 Joel Kirschbaum
/s/ ALFRED H. WILMS* ------------------------------------------- Director June 14, 1996 Alfred H. Wilms /s/ DAVID ROBBINS* ------------------------------------------- Director June 14, 1996 David Robbins *By: /s/ ANTHONY DICESARE ----------------------------------------- Anthony DiCesare as attorney-in-fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ---------------------- ---------------------------------------------------------------------------------------------------- *5.1 -- Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey as to legality of the Preferred Stock being registered. *8 -- Opinion of Milbank, Tweed, Hadley & McCloy. *23.1 -- Consent of KPMG Peat Marwick LLP. *23.2 -- Consent of Coopers & Lybrand L.L.P. *23.3 -- Consent of Schreck, Jones, Bernhard, Woloson and Godfrey (included in its opinion filed as Exhibit 5). *23.4 -- Consent of Milbank, Tweed, Hadley & McCloy (included in its opinion filed as Exhibit 8).
- ------------------------ * Filed herewith. EX-5.1 2 EX-5.1 June 14, 1996 Alliance Gaming Corporation 4380 Boulder Highway Las Vegas, Nevada 89121 RE: ALLIANCE GAMING CORPORATION REGISTRATION STATEMENT ON FORM S-2 Dear Ladies and Gentlemen: We refer to the Registration Statement and all amendments thereto (the "Registration Statement") of Alliance Gaming Corporation, a Nevada corporation ("Alliance"), on Form S-2, filed by Alliance with the Securities and Exchange Commission in order to register under the Securities Act of 1933, as amended (the "Act"), a total of $5,750,000 of Alliance's 15% Non-Voting Senior Pay-in-Kind Special Stock, Series B, $0.10 par value (the "Preferred Stock"), plus dividends thereon. 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 records, agreements and other instruments, certificates of public officials, certificates of officers and representatives of Alliance, and such other documents as we have deemed necessary, as a basis for the opinions expressed below, including without limitation the Registration Statement. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Prospectus contained in the Registration Statement. 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, and such party's obligations set forth therein are its legal, valid, and binding obligations, enforceable in accordance with their respective terms, (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 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 Alliance and all public records Alliance Gaming Corporation June 14, 1996 Page 2 reviewed are accurate and complete, (v) the conditions to the offering of the Preferred Stock set forth in the Registration Statement shall have been fulfilled, including the obtaining of all required stockholder and gaming approvals, and (vi) prior to the issuance of the Preferred Stock, the Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of Special Stock and Qualifications, Limitations and Restrictions of the Preferred Stock will be approved by the Board of Directors and filed with the Nevada Secretary of State in accordance with Nevada Revised Statutes Sections 78.195 and 78.1955. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certificates of officers of Alliance and other appropriate persons. Based upon the foregoing, and having regard to legal considerations we deem relevant, we are of the opinion that when the shares of Preferred Stock have been registered under the Act and issued and sold in the manner referred to in the Registration Statement, such shares will be legally issued, fully paid and nonassessable. 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, any laws other than the laws of the State of Nevada. 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 the inclusion of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. Yours very truly, SCHRECK, JONES, BERNHARD, WOLOSON & GODFREY /s/ Schreck, Jones, Bernhard, ----------------------------- Woloson & Godfrey ----------------------------- EX-8 3 EX-8 June 14, 1996 Alliance Gaming Corporation 4380 Boulder Highway Las Vegas, NV 89121 Re: Federal Income Tax Considerations Relating to the Preferred Stock --------------------------------- Dear Sirs: We have acted as counsel to Alliance Gaming Corporation ("Alliance") in connection with the proposed offering of $20 Million of its 15% Non-Voting Senior Pay-In-Kind Special Stock, Series B, as described in Alliance's Registration Statement on Form S-2 (the "Registration Statement"), filed on this date with the Securities and Exchange Commission, and any amendments and supplements thereto. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the headings "Material Federal Income Tax Consequences To Holders of Preferred Stock" in the prospectus contained in the Registration Statement. In rendering our opinion, we have examined and are familiar with originals or copies, certified or otherwise 2 June 14, 1996 identified to our satisfaction, of such documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of Alliance. Subject to the assumptions, qualifications and comments in this letter, we are of the opinion that the statements in the prospectus contained in the Registration Statement with respect to United States Federal income taxation under the heading "Material Federal Income Tax Consequences To Holders of Preferred Stock," to the extent they constitute matters of law or legal conclusions, are correct in all material respects. Very truly yours, /s/ Milbank, Tweed, Hadley & McCloy EX-23.1 4 CONSENT OF KPMG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Alliance Gaming Corp.: We consent to the use of our report included herein and to the reference to our firm under the heading "Experts" in the registration statement. As noted under the captions "Forecast of Operations" and "Experts", KPMG Peat Marwick LLP has not examined the Forecast presented under "Forecast of Operations" and, accordingly we do not express an opinion or any other form of assurance with respect thereto. KPMG PEAT MARWICK LLP Las Vegas, Nevada June 14, 1996 EX-23.2 5 CONSENT OF COOPERS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-2 of our report, dated February 13, 1996, on our audits of the consolidated financial statements of Bally Gaming International, Inc. We also consent to the reference to our firm under the caption "Experts." As noted under the captions "Forecast of Operations" and "Experts," Coopers & Lybrand L.L.P. neither examined nor compiled nor had any other involvement with the preparation of the accompanying prospective financial information included in this registration statement and, accordingly, we do not express an opinion or any other form of assurance with respect thereto, nor do we assume any responsibility for such prospective financial information. COOPERS & LYBRAND L.L.P. Las Vegas, Nevada June 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----