As Filed with the Securities and Exchange Commission on April 26, 1998
Registration Number 33-98184
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GAMING VENTURE CORP., U.S.A.
(Exact name of registrant as specified in charter)
NEVADA 22-3378922
(State or other (I.R.S. Employer
jurisdictions Identification Number)
of incorporation
or organization)
177 Main Street
Suite 374
Fort Lee, New Jersey 07024
Telephone: (201) 791-4715
(Registrant's principal executive offices and principal place of business)
Gaming Venture Corp., U.S.A. 1995 Non-Statutory Stock Option Plan
Laughlin & Associates
2533 North Carson Street
Carson City, Nevada 89710
Telephone: (702) 883-8484
(Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
Common Stock
$.001 par value 150,000 $2.875 $431,250 $134.77
<PAGE>2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-KSB.
(b) All other reports filed by the registrant pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the annual report referred to in (a) above.
(c) Description of securities contained in the registrant's
latest annual report on Form 10-KSB.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Names Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Pursuant to the Articles of Incorporation and By-Laws of the corporation,
Registrant may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he acted in
good faith and in a manner he reasonably believed to be in the best interest
of Registrant. In certain cases, the Registrant may advance expenses
incurred in defending any such proceeding. To the extent that the officer or
director is successful on the merits in any such proceeding as to which such
person is to be indemnified, Registrant must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably
incurred in defending the proceeding, and if the officer or director is
judged liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors or officers pursuant to
the foregoing provisions, Registrant is informed indemnification is against
public policy, as expressed in said Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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 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;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement;
<PAGE>3
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 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 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 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 124c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
(h) 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 described in 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 proceedings) 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.
<PAGE>4
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Fort Lee, New Jersey on April 25, 1998.
GAMING VENTURE CORP., U.S.A.
Date: 4/25/98 Alan Woinski
-----------------------------
By: Alan Woinski, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in
the capacities and on the dates indicated.
Name Date
Glenn Fine
- ----------------------- Chief Executive Officer, 4/25/98
Glenn Fine and Director
Alan Woinski
- ----------------------- Chief Operating Officer/Director 4/25/98
Alan Woinski
Adam Fine
- ----------------------- Chief Financial Officer/Director 4/25/98
Adam Fine
Lisa Robertson
- ----------------------- Director 4/25/98
Lisa Robertson
Roger Gross
- ----------------------- Director 4/25/98
Roger Gross
<PAGE>5
Exhibit Index. Page in Sequential
Number System
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Consent and Opinion of J.M. Walker, 7841 South
Garfield Way, Littleton, 80122 regarding legality
of securities registered under this Registration
Statement and to the references to such attorney
in the Registration Statement on Form S-8 6
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, PC,
Certified Public Accountants for the Company 7
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) 1995 Non-Statutory Stock Option Plan 8
<PAGE>6
April 25, 1998
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN THE
REGISTRATION STATEMENT ON FORM S-8 OF GAMING VENTURE CORP., U.S.A.
I am securities counsel for the above mentioned corporation and I have
prepared the registration statement on Form S-8. I hereby consent to the
inclusion and reference to my name in the Registration Statement on Form S-8
and any documents incorporated by reference into said document for Gaming
Venture Corp., U.S.A.
It is my opinion that the securities registered with the Securities and
Exchange Commission pursuant to Form S-8 Registration Statement of Gaming
Venture Corp., U.S.A. will be legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Jody M. Walker
- ------------------------
Jody M. Walker
<PAGE>7
INDEPENDENT AUDITOR'S CONSENT
We do hereby consent to the use of our report dated December 11, 1997 on
the financial statements of Gaming Venture Corp., U.S.A. as of October 31,
1997 included in and made part of the registration statement of Gaming
Venture Corp., U.S.A. dated April 25, 1998.
April 25, 1998
/s/ James E. Scheifley & Associates, P.C.
Certified Public Accountant
<PAGE>8
GAMING VENTURE CORP., U.S.A.
1995 NON-STATUTORY STOCK OPTION PLAN
1. Purpose of this Plan.
This Non-Statutory Stock Option Plan (the "Plan") is intended as an
employment incentive, to aid in attracting and retaining in the employ or
service of Gaming Venture Corp., U.S.A. (the "Company"), a Nevada
corporation, and any Affiliated Corporation, persons of experience and
ability and whose services are considered valuable, to encourage the sense of
proprietorship in such persons, and to stimulate the active interest of such
persons in the development and success of the Company. This Plan provides
for the issuance of non-statutory stock options ("NSOs" or "Options") which
are not intended to qualify as "incentive stock options" within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended the "Code").
2. Administration of this Plan.
The Company's Board of Directors ("Board") may appoint and maintain as
administrator of this Plan the Compensation Committee (the "Committee") of
the Board which shall consist of at least three members of the Board. Until
such time as the Committee is duly constituted, the Board itself shall have
and fulfill the duties herein allocated to the Committee. The Committee
shall have full power and authority to designate Plan participants, to
determine the provisions and terms of respective NSOs (which need not be
identical as to number of shares covered by any NSO, the method of exercise
as related to exercise in whole or in installments, or otherwise), including
the NSO price, and to interpret the provisions and supervise the
administration of this Plan. The Committee may in its discretion provide
that certain NSOs not vest (that is, become exercisable) until expiration of
a certain period after issuance or until other conditions are satisfied, so
long as not contrary to this Plan.
A majority of the members of the Committee shall constitute a quorum. All
decisions and selections made by the Committee pursuant to this Plan's
provisions shall be made by a majority of its members. Any decision reduced
to writing and signed by all of the members shall be fully effective as if it
had been made by a majority at a meeting duly held. The Committee shall
select one of its members as its chairman and shall hold its meetings at such
times and places as it deems advisable. If at any time the Board shall
consist of seven or more members, then the Board may amend this Plan to
provide that the Committee shall consist only of Board members who shall not
have been eligible to participate in this Plan (or similar stock or stock
option plan) of the Company or its affiliates at any time within one year
prior to appointment to the Committee.
All NSOs granted under this Plan are subject to, and may not be exercised
before, the approval of this Plan by the holders of a majority of the
Company's outstanding shares, and if such approval is not obtained, all NSOs
previously granted shall be void. Each NSO shall be evidenced by a written
agreement containing terms and conditions established by the Committee
consistent with the provisions of this Plan.
3. Designation of Participants.
The persons eligible for participation in this Plan as recipients of NSOs
shall include full-time and part-time employees (as determined by the
Committee) and officers of the Company or of an Affiliated Corporation. In
addition, directors of the Company or any Affiliated Corporation who are not
employees of the Company or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any Affiliated Corporation
shall be eligible to participate in this Plan. For all purposes of this
Plan, any director who is not also a common law employee and is granted an
option under this Plan shall be considered an "employee" until the effective
date of the director's resignation or removal from the Board of Directors,
including removal due to death or disability. The Committee shall have full
power to designate, from among eligible individuals, the persons to whom NSOs
may be granted. A person who has been granted an NSO hereunder may be
granted an additional NSO or NSOs, if the Committee shall so determine. The
granting of an NSO shall not be construed as a contract of employment or as
entitling the recipient thereof to any rights of continued employment.
4. Stock Reserved for this Plan.
Subject to adjustment as provided in Paragraph 9 below, a total of 750,000
shares of Common Stock, $.001 par value per share ("Stock"), of the Company
shall be subject to this Plan. The Stock subject to this Plan shall consist
of unissued shares or previously issued shares reacquired and held by the
Company or any Affiliated Corporation, and such amount of shares shall be and
is hereby reserved for sale for such purpose. Any of such shares which may
remain unsold and which are not subject to outstanding NSOs at the
termination of this Plan shall cease to be reserved for the purpose of this
Plan, but until termination of this Plan, the Company shall at all times
<PAGE>9
reserve a sufficient number of shares to meet the requirements of this Plan.
Should any NSO expire or be canceled prior to its exercise in full, the
unexercised shares theretofore subject to such NSO may again be subjected to
an NSO under this Plan.
5. Option Price.
The purchase price of each share of Stock placed under NSO shall not be
less than Eighty Five percent (85%) of the fair market value of such share on
the date the NSO is granted. The fair market value of a share on a
particular date shall be deemed to be the average of either (i) the highest
and lowest prices at which shares were sold on the date of grant, if traded
on a national securities exchange, (ii) the high and low prices reported in
the consolidated reporting system, if traded on a "last sale reported"
system, such as NASDAQ, for over the counter securities, or (iii) the high
bid and high asked price for other over-the-counter securities. If no
transactions in the Stock occur on the date of grant, the fair market value
shall be determined as of the next earliest day for which reports or
quotations are available. If the common shares are not then quoted on any
exchange or in any quotation medium at the time the option is granted, then
the Board of Directors or Committee will use its discretion in selecting a
good faith value believed to represent fair market value based on factors
then known to them. The cash proceeds from the sale of Stock are to be added
to the general funds of the Company.
6. Exercise Period.
(a) The NSO exercise period shall be a term of not more than ten (10)
years from the date of granting of each NSO and shall automatically
terminate:
(I) upon termination of the optionee's employment with the Company for
cause;
(ii) At the expiration of twelve (12) months from the date of termination
of the optionee's employment with the Company for any reason other than
death, without cause; provided, that if the optionee dies within such nine-
month period, subclause (iii) below shall apply; or
(iii) At the expiration of fifteen (15) months after the date of death of
the optionee.
(b) "Employment with the Company" as used in this Plan shall include
employment with any Affiliated Corporation, and NSOs granted under this Plan
shall not be affected by an employee's transfer of employment among the
Company and any Parent or Subsidiary thereof. An optionee's employment with
the Company shall not be deemed interrupted or terminated by a bona fide
leave of absence (such as sabbatical leave or employment by the Government)
duly approved, military leave or sick leave.
7. Exercise of Options.
(a) The Committee, in granting NSOs, shall have discretion to determine
the terms upon which NSOs shall be exercisable, subject to applicable
provisions of this Plan. Once available for purchase, unpurchased shares of
Stock shall remain subject to purchase until the NSO expires or terminates in
accordance with Paragraph 6 above. Unless otherwise provided in the NSO, an
NSO may be exercised in whole or in part, one or more times, but no NSO may
be exercised for a fractional share of Stock.
(b) NSOs may be exercised solely by the optionee during his lifetime, or
after his death (with respect to the number of shares which the optionee
could have purchased at the time of death) by the person or persons entitled
thereto under the decedent's will or the laws of descent and distribution.
(c) The purchase price of the shares of Stock as to which an NSO is
exercised shall be paid in full at the time of exercise and no shares of
Stock shall be issued until full payment is made therefor. Payment shall be
made either (i) in cash, represented by bank or cashier's check, certified
check or money order (ii) in lieu of payment for bona fide services rendered,
and such services were not in connection with the offer or sale of securities
in a capital-raising transaction, (iii) by delivering shares of the Company's
Common Stock which have been beneficially owned by the optionee, the
optionee's spouse, or both of them for a period of at least six (6) months
prior to the time of exercise (the "Delivered Stock") in a number equal to
the number of shares of Stock being purchased upon exercise of the NSO or
(iv) by delivery of shares of corporate stock which are freely tradable
without restriction and which are part of a class of securities which has
been listed for trading on the NASDAQ system or a national securities
exchange, with an aggregate fair market value equal to or greater than the
exercise price of the shares of Stock being purchased under the NSO, or (v) a
combination of cash, services, Delivered Stock or other corporate shares. An
NSO shall be deemed exercised when written notice thereof, accompanied by the
appropriate payment in full, is received by the Company. No holder of an NSO
shall be, or have any of the rights and privileges of, a shareholder of the
Company in respect of any shares of Stock purchasable upon exercise of any
part of an NSO unless and until certificates representing such shares shall
have been issued by the Company to him or her.
<PAGE>10
8. Assignability.
No NSO shall be assignable or otherwise transferable (by the optionee or
otherwise) except by will or the laws of descent and distribution. No NSO
shall be pledged or hypothecated in any manner, whether by operation of law
or otherwise, nor be subject to execution, attachment or similar process.
9. Reorganizations and Recapitalizations of the Company
(a) The existence of this Plan and NSOs granted hereunder shall not
affect in any way the right or power of the Company or its shareholders to
make or authorize any and all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Company's
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale, exchange or transfer of all or any part of its assets
or business, or the other corporation act or proceeding, whether of a similar
character or otherwise.
(b) The shares of Stock with respect to which NSOs may be granted
hereunder are shares of the Common Stock of the Company as currently
constituted. If, and whenever, prior to delivery by the Company of all of
the shares of Stock which are subject to NSOs granted hereunder, the Company
shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Stock dividend, a stock split, combination of
shares (reverse stock split) or recapitalization or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the
number of shares of Stock available under this Plan and the number of shares
of Stock with respect to which NSOs granted hereunder may thereafter be
exercised shall (i) in the event of an increase in the number of outstanding
shares, be proportionately increased, and the cash consideration payable per
share shall be proportionately reduced; and (ii) in the event of a reduction
in the number of outstanding shares, be proportionately reduced, and the cash
consideration payable per share shall be proportionately increased.
(c) If the Company is reorganized, merged, consolidated or party to a
plan of exchange with another corporation pursuant to which shareholders of
the Company receive any shares of stock or other securities, there shall be
substituted for the shares of Stock subject to the unexercised portions of
outstanding NSOs an appropriate number of shares of each class of stock or
other securities which were distributed to the shareholders of the Company in
respect of such shares of Stock in the case of a reorganization, merger,
consolidation or plan of exchange; provided, however, that all such NSOs may
be canceled by the Company as of the effective date of a reorganization,
merger, consolidation, plan of exchange, or any dissolution or liquidation of
the Company, by giving notice to each optionee or his personal representative
of its intention to do so and by permitting the purchase of all the shares
subject to such outstanding NSOs for a period of not less than thirty (30)
days during the sixty (60) days next preceding such effective date.
(d) Except as expressly provided above, the Company's issuance of shares
of Stock of any class, or securities convertible into shares of Stock of any
class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into
shares of Stock or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of Stock
subject to NSOs granted hereunder or the purchase price of such shares.
10. Purchase for Investment.
Unless the shares of Stock covered by this Plan have been registered under
the Securities Act of 1933, as amended, each person exercising an NSO under
this Plan may be required by the Company to give a representation in writing
that he is acquiring such shares for his own account for investment and not
with a view to, or for sale in connection with, the distribution of any part
thereof.
11. Effective Date and Expiration of this Plan.
This Plan shall be effective as of June 4, 1995, the date of its adoption
by the Board, subject to the approval of the Company's shareholders, and no
NSO shall be granted pursuant to this Plan after its expiration. This Plan
shall expire on June 4, 2005 except as to NSOs then outstanding, which shall
remain in effect until they have expired or been exercised.
12. Amendments or Termination.
The Board may amend, alter or discontinue this Plan at any time in such
respects as it shall deem advisable in order to conform to any change in any
other applicable law, or in order to comply with the provisions of any rule
or regulation of the Securities and Exchange Commission required to exempt
this Plan or any NSOs granted thereunder from the operation of Section 16(b)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or in
any other respect not inconsistent with Section 16(b) of the Exchange Act;
provided, that no amendment or alteration shall be made which would impair
the rights of any participant under any NSO theretofore granted, without his
<PAGE>11
consent (unless made solely to conform such NSO to, and necessary because of,
changes in the foregoing laws, rules or regulations), and except that no
amendment or alteration shall be made without the approval of shareholders
which would:
(a) Increase the total number of shares reserved for the purposes of
this Plan or decrease the NSO price provided for in Paragraph 5 (except as
provided in Paragraph 9), or change the classes of persons eligible to
participate in this Plan as provided in Paragraph 3; or
(b) Extend the NSO period provided for in Paragraph 6; or
(c) Materially increase the benefits accruing to participants under this
Plan; or
(d) Materially modify the requirements as to eligibility for
participation in this Plan; or
(e) Extend the expiration date of this Plan as set forth in Paragraph 11.
13. Government Regulations.
This Plan, and the granting and exercise of NSOs hereunder, and the
obligation of the Company to sell and deliver shares of Stock under such
NSOs, shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges
as may be required.
14. Liability.
No member of the Board of Directors, the Committee or officers or
employees of the Company or any Affiliated Corporation shall be personally
liable for any action, omission or determination made in good faith in
connection with this Plan.
15. Miscellaneous.
(a) The term "Affiliated Corporation" used herein shall mean any Parent
or Subsidiary.
(b) The term "Parent" used herein shall mean any corporation owning 50
percent or more of the total combined voting stock of all classes of the
Company or of another corporation qualifying as a Parent within this
definition.
(c) The term "Subsidiary" used herein shall mean any corporation more
than 50 percent of whose total combined voting stock of all classes is held
by the Company or by another corporation qualifying as a Subsidiary within
this definition.
16. Options in Substitution for Other Options.
The Committee may, in its sole discretion, at any time during the term of
this Plan, grant new options to an employee under this Plan or any other
stock option plan of the Company on the condition that such employee shall
surrender for cancellation one or more outstanding options which represent
the right to purchase (after giving effect to any previous partial exercise
thereof) a number of shares, in relation to the number of shares to be
covered by the new conditional grant hereunder, determined by the Committee.
If the Committee shall have so determined to grant such new options on such a
conditional basis ("New Conditional Options"), no such New Conditional Option
shall become exercisable in the absence of such employee's consent to the
condition and surrender and cancellation as appropriate. New Conditional
Options shall be treated in all respects under this Plan as newly granted
options. Option may be granted under this Plan from time to time in
substitution for similar rights held by employees of other corporations who
are about to become employees of the Company or an Affiliated Corporation, or
the merger or consolidation of the employing corporation with the Company or
an Affiliated Corporation, or the acquisition by the Company or an Affiliated
Corporation of the assets of the employing corporation, or the acquisition by
the Company or an Affiliated Corporation of stock of the employing
corporation as the result of which it becomes an Affiliated Corporation.
17. Withholding Taxes.
Pursuant to applicable federal and state laws, the Company may be required
to collect withholding taxes upon the exercise of a NSO. The Company may
require, as a condition to the exercise of a NSO, that the optionee
concurrently pay to the Company the entire amount or a portion of any taxes
which the Company is required to withhold by reason of such exercise, in such
amount as the Committee or the Company in its discretion may determine. In
lieu of part or all of any such payment, the optionee may elect to have the
Company withhold from the shares to be issued upon exercise of the option
that number of shares having a Fair Market Value equal to the amount which
the Company is required to withhold.
<PAGE>12
Gaming Venture Corp., U.S.A.
- --------------------------------
By: Alan Woinski, President
ATTEST:
- --------------------------------
By: Kim Santangelo-Woinski, Secretary
(SEAL)
CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary of this Corporation, hereby certify that the
foregoing 1995 Non-Statutory Stock Option Plan was duly approved by the
requisite number of holders of the issued and outstanding common stock of
this corporation as of June 4, 1995.
- -----------------------------
Kim Santangelo-Woinski, Secretary
(SEAL)
