-----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, Kdude4ABgvOgeiLyZCPg2dgi0rjN/6wTPKtqsbBbwOymhfBM++FX/mMlC8zILMy+ gbzTXyuSoLmnyeTX7/czvg== 0000950136-96-000418.txt : 19960603 0000950136-96-000418.hdr.sgml : 19960603 ACCESSION NUMBER: 0000950136-96-000418 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960531 EFFECTIVENESS DATE: 19960531 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALLY GAMING INTERNATIONAL INC CENTRAL INDEX KEY: 0000878552 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 880274743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-71606 FILM NUMBER: 96575591 BUSINESS ADDRESS: STREET 1: 6601 S BERMUDA RD CITY: LAS VEGAS STATE: NV ZIP: 89119-3605 BUSINESS PHONE: 7028967700 MAIL ADDRESS: STREET 1: 6601 S BERMUDA RD CITY: LAAS VEGAS STATE: NV ZIP: 891193605 S-8 POS 1 REGISTRATION STATEMENT Registration No. 33-71606 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- BALLY GAMING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 88-0274743 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 6601 South Bermuda Road, Las Vegas, Nevada 89119-3605 (Address of Principal Executive Office) (Zip Code) --------------- 1991 Incentive Plan 1991 Non-Employee Directors' Option Plan 1992 Restricted Stock Performance Plan (Full title of the Plans) --------------- NEIL E. JENKINS, ESQ. GERALD ADLER, ESQ. BALLY GAMING INTERNATIONAL, INC. SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN 6601 SOUTH BERMUDA ROAD 919 THIRD AVENUE LAS VEGAS, NEVADA 89119-3605 NEW YORK, NEW YORK 10022 (702) 896-7700 (212) 758-9500 (Name, address and telephone number, including area code of agents for service) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The following exhibits are filed as part of this Amendment No. 1 to the Registration Statement: 4.8 Amendment No. 3 to 1991 Incentive Plan of Bally Gaming International, Inc. 4.9 Amendment No. 3 to the 1991 Non-Employees Directors' Option Plan of Bally Gaming International, Inc. 23.4 Consent of Coopers & Lybrand SIGNATURES Pursuant to 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 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, Nevada on the 30th day of May, 1996. BALLY GAMING INTERNATIONAL, INC. By: /s/ Scott Schweinfurth ----------------------- Scott Schweinfurth Senior Vice President, Chief Financial Officer and Treasurer 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 date indicated.
Signature Title Date --------- ----- ---- /s/ Richard Gillman Chairman of the Board and Chief Executive May 30, 1996 - ------------------------ Officer (principal executive officer) Richard Gillman /s/ Hans Kloss President, Chief Operating Officer and Director May 30, 1996 - ------------------------ Hans Kloss /s/ Scott Schweinfurth Senior Vice President, Chief Financial Officer May 30, 1996 - ------------------------ and Treasurer (principal financial officer and Scott Schweinfurth principal accounting officer) /s/ Neil Jenkins Director and Executive Vice President May 30, 1996 - ------------------------ Neil Jenkins /s/ Charles C. Carella Director May 30, 1996 - ------------------------ Charles C. Carella Director - ------------------------ James Florio Director - ------------------------ Lewis Katz /s/ Kenneth D. McPherson Director May 30, 1996 - ------------------------ Kenneth D. McPherson
BALLY GAMING INTERNATIONAL, INC. AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.8 Amendment No. 3 to 1991 Incentive Plan of Bally Gaming International, Inc. 4.9 Amendment No. 3 to the 1991 Non-Employees Directors' Option Plan of Bally Gaming International, Inc. 23.4 Consent of Coopers & Lybrand EX-4.8 2 AMENDMENT NO. 3 TO THE 1991 INCENTIVE PLAN EXHIBIT 4.8 AMENDMENT NO. 3 TO THE 1991 INCENTIVE PLAN OF BALLY GAMING INTERNATIONAL, INC. The 1991 Incentive Plan of Bally Gaming International, Inc., as amended by Amendments No. 1 and 2 thereto (the "Plan"), is hereby amended as follows: 1. Section 17 of the Plan is hereby amended and restated in its entirety to read as follows: 17. Termination of Awards Upon Change in Control. (a) Subject to subsection (b) below, in the case of a Change in Control, each Award granted under the Plan shall terminate ninety (90) days after the occurrence of such Change in Control, but, in the event of any such termination: (i) the Award holder shall have the right, commencing at least five (5) days prior to such Change in Control and subject to any other limitation on the exercise of such Award in effect on the date of exercise, (i) to immediately exercise any Options not in tandem with SARs in full, without regard to any vesting limitations, to the extent they shall not have been theretofore exercised, and (ii) to exercise, at any time after the sixth month anniversary of the date of grant of the SAR (but subject to the restrictions of paragraph (e)(3)(iii) of Rule 16b-3) any SARs or Options in tandem with SARs in full, without regard to any vesting limitations, to the extent they shall not have been theretofore exercised, provided, however, that no SAR or Option in tandem with an SAR shall terminate prior to the end of the first Window Period following the occurrence of such Change in Control; and (ii) all restrictions on Restricted Stock Awards shall immediately lapse and certificates for the affected Shares and the cash payment required by Section 12.2 of the Plan (if any payment is due) shall be appropriately distributed. Subject to Subsection (b) below, each Option, SAR and Option granted in tandem with an SAR outstanding at the date of the Change in Control, shall terminate, in all events, no later than one hundred eighty (180) days after the occurrence of such Change in Control. The foregoing adjustment and the manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. (b) Notwithstanding anything to the contrary in this Section 17 or any other provision of the Plan or award granted hereunder, in the case of a Change in Control which arises as a result of the stockholder approval of Agreement and Plan of Merger among Alliance Gaming Corporation ("Alliance"), BGII Acquisition Corp. and the Company, dated as of October 18, 1995, as amended (the "Merger Agreement"), the following equitable adjustments shall be made: (i) each Award granted under the Plan shall vest upon the Effective Time (as defined in the Merger Agreement) and remain exercisable until the earlier of (A) the original full exercise period, (B) three years from the Effective Time (as defined in the Merger Agreement) of (C) except with respect to Messrs. Richard Gillman, Hans Kloss and Neil Jenkins, in the event the option holder's employment is terminated for cause or such employee voluntarily terminates his employment, on the date of such termination and (ii) each outstanding option shall be exercisable, at the exercise price of such option, for the Merger Consideration (as defined in the Merger Agreement) per Share subject to the option or in the event the holder of such option (other than Messrs. Gillman, Kloss and Jenkins) who is an employee of BGII immediately prior to the Effective Time has delivered proper notice of election to the Company prior to the Effective Time, each option held by such holder shall be exercisable for that number of shares of Alliance Common Stock (as defined in the Merger Agreement) equal to the number of Shares subject to the option at an exercise price equal to the Alliance Average Trading Price (as defined in the Merger Agreement). Notice of an election referred to in the preceding sentence shall be deemed proper only if such notice complies with the requirements regarding form and timeliness of delivery as established by the Committee. EX-4.9 3 AM NO. 3 TO 1991 NON-EMPLOYEE DIRECTORS' OPTION PLAN EXHIBIT 4.9 AMENDMENT NO. 3 TO THE 1991 NON-EMPLOYEE DIRECTORS' OPTION PLAN OF BALLY GAMING INTERNATIONAL, INC. The 1991 Non-Employee Directors' Option Plan of Bally Gaming International, Inc., as amended by Amendments No. 1 and 2 thereto (the "Plan"), is hereby amended as follows: 1. Section 8 of the Plan is hereby amended and restated in its entirety to read as follows: 8. Early Termination. An Award granted to a Participant under this Plan shall terminate when the Participant ceases to be a Director, provided however that the Award may be exercised by the Participant (to the extent that he or she shall have been entitled to do so at the time he or she ceased to be a Director) at any time within six (6) months after such Participant ceased to be a Director, but not beyond the original term thereof. The foregoing provision of this Section 8 shall not apply in the event that the Participant ceases to be a Director upon or after the Effective Time (as defined in the Agreement and Plan of Merger among Alliance Gaming Corporation, BGII Acquisition Corp. and the Company, dated as of October 18, 1995, as amended (the "Merger Agreement")). 2. Section 13 of the Plan is hereby amended and restated in its entirety to read as follows: 13. Termination of Awards Upon Change in Control. (a) Subject to subsection (b) below, notwithstanding anything to the contrary, in the case of a Change in Control, each Award granted under the Plan shall terminate ninety (90) days after the occurrence of such Change in Control, but, in the event of any such termination the Award holder shall have the right, commencing at least five (5) days prior to such Change in Control and subject to any other limitation on the exercise of such Award in effect on the date of exercise to immediately exercise any Options in full, without regard to any vesting limitations, to the extent they shall not have been theretofore exercised; and (b) Notwithstanding anything to the contrary in this Section 13, in the case of a Change in Control which arises as a result of stockholder approval of the Merger Agreement, each award granted under the Plan shall vest upon the Effective Time and remain exercisable for the lesser of (i) the original full exercise period or (ii) three years from the Effective Time and each option subject to such award shall be exercisable for the Merger Consideration (as defined in the Merger Agreement) per Share subject to such option. EX-23.4 4 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 (File #33-71606) of our report, dated February 13, 1996, on our audits of the consolidated financial statements of Bally Gaming International, Inc. COOPERS & LYBRAND L.L.P Las Vegas, Nevada May 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----