Registration No. 333-____________
As filed with the Securities and Exchange Commission on June 18, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPINTEK GAMING TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Nevada 33-0134823
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(State of Incorporation) (I.R.S. Employer
Identification No.)
1857 Helm Drive
Las Vegas, Nevada 89119
(702) 263-3660
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(Address and telephone number of principal executive offices)
THE 1996 STOCK OPTION PLAN
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(Full Title of the Plan)
Gary L. Coulter, Esq.
Chairman and Chief Executive Officer
Spintek Gaming Technologies, Inc.
1857 Helm Drive
Las Vegas, Nevada 89119
(702) 263-3660
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(Name, address, including zip codes, and telephone number, including area code,
of agent for service)
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Copy to:
Edward H. Brown Esq.
Schreeder, Wheeler & Flint, LLP
1600 The Candler Building
127 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 681-3450
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share(1) Price(1) Fee(1)
<S> <C> <C> <C> <C>
Common Stock, 60,000,000 $.08 $4,775,598.60 $1,327.62
par value $.002 per share
- -----------------------
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1)of the Securities Act of
1933, as amended (the "Securities Act'). The price per share and aggregate
offering price are calculated on the basis of the average of the bid and asked
prices of the Registrant's Common Stock reported in the consolidated reporting
system on June11, 1999, a date within 5 business days prior to the date of
filing of the registration statement.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in the registration
statement as of their respective dates, the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission").
(a) The Company's Annual Report on Form 10-KSB for the
year ended June 30, 1998 filed with the Securities
and Exchange Commission on September 28, 1998;
(b) The Company's Quarterly Reports on Form 10-QSB for
the quarter ended March 31, 1999 filed with the
Securities and Exchange Commission on May 17, 1999;
for the quarter ended December 31, 1998 filed with
the Securities and Exchange Commission on February
16, 1999; and for the quarter ended September 30,
1998 filed with the Securities and Exchange
Commission on November 13, 1998;
(c) The Company's Current Report for Issuers on Form 8-K
filed with the Securities and Exchange Commission on
May 10, 1999;
(d) The Company's Definitive Proxy Statement on Schedule
14A for the 1997 Annual Meeting of Shareholders dated
December 4, 1997; and
(e) The description of the Company's Common Stock
contained in the Company's Registration Statement on
the Company's Amendment No. 1 to Form 10-SB filed
with the Commission on November 9, 1995.
All documents, filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of the registration
statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); PROVIDED, HOWEVER, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-KSB covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-KSB.
Any statement contained in an Incorporated Document 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 Incorporated Document 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 2. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 3. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.2 of the Articles of Incorporation and Section 8.06
of the Bylaws of the Company provide for the indemnification of the Company's
directors and officers against certain liabilities and expenses relating to
lawsuits and other proceedings in which they may become involved. Section 78.751
of the Nevada Revised Statutes also provides for indemnification of a
corporation's directors and officers under certain circumstances, including
provisions covering indemnification of corporate directors and officers against
certain liabilities and expenses incurred as a result of proceedings. The
Company understands that the staff of the Commission is of the opinion that
statutory charter and contractual provisions as are described above have no
effect on claims arising under the federal securities law.
<PAGE>
ITEM 5. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 6. EXHIBITS.
Exhibit No. Description
5 Opinion of Schreeder, Wheeler & Flint, LLP as to the
legality of the Company's original issuance of Common Stock.
23.1 Consent of Joseph Decosimo and Company, L.L.C.
23.2 Consent of Schreeder, Wheeler & Flint, LLP. (Reference is
made to Exhibit 5.1.)
24 Power of Attorney (contained on the signature page to this
Registration Statement).
99 The 1996 Stock Option Plan. (Incorporated by reference to
Schedule 14A filed on behalf of the Registrant with the
Commission on December 16, 1997).
ITEM 7. 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 to include any prospectus required by Section 10(a)(3) of the
Securities Act, any additional or changed material information with respect to
the plan of distribution not previously disclosed in the registration statement,
or any material or fundamental change to such information in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
(b) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issues.
<PAGE>
Signatures
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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, State of Nevada, on June 18, 1999.
Spintek Gaming Technologies, Inc.
By: /s/ Gary L. Coulter
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Gary L. Coulter, Esq.
Chairman and Chief Executive Officer
(Principal Executive Officer)
<PAGE>
Power of Attorney
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary L. Coulter, Esquire, his or her
attorney-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully 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
date indicated.
Signatures Title Date
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/s/ Gary L. Coulter Chairman of the Board and June 18, 1999
- ------------------- Chief Executive Officer
Gary L. Coulter, Esq. (Principal Executive Officer)
/s/ George P. Miller Chief Financial Officer June 18, 1999
- -------------------- (Principal Financial Officer and
George P. Miller Principal Accounting Officer)
/s/ Malcolm C. Davenport V Director June 18, 1999
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Malcolm C. Davenport V
/s/ Thomas C. Burns Director June 18, 1999
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Thomas C. Burns, PhD.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5 Opinion of Schreeder, Wheeler & Flint, LLP
as to the legality of the Company's Common Stock
23.1 Consent of Joseph Decosimo & Company, L.L.C.
23.2 Consent of Schreeder, Wheeler & Flint, LLP
(See Exhibit 5)
24 Power of Attorney contained
on the signature pages to
this Registration Statement
99 The 1996 Stock Option Plan
(incorporated by reference
to Schedule 14A filed on
behalf of the Registrant
with the Commission on
December 16, 1997)
<PAGE>
Exhibit 5.1
June 18, 1999
Spintek Gaming Technologies, Inc.
1857 Helm Drive
Las Vegas, Nevada 89119
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Spintek Gaming Technologies, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of 60,000,000 shares of
the Company's Common Stock (the "Shares") pursuant to the Company's 1996 Stock
Option Plan (the "Plan").
In connection with this opinion, we have examined your Articles of Incorporation
and bylaws, as amended, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed, without investigation, the genuineness and
authenticity of all signatures, the documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares have been duly authorized, and when sold and issued in
accordance with the Plan, the Registration Statement, and delivery and paperwork
thereafter of consideration as set forth in the Nevada Revised Statutes 78.191
et seq., will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ SCHREEDER, WHEELER & FLINT, LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
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To the Board of Directors
Spintek Gaming Technologies, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Spintek Gaming Technologies, Inc. of our report dated August 7,
1999, related to the consolidated balance sheets of Spintek Gaming Technologies,
Inc. and subsidiaries (a development stage enterprise and formerly GSA, Inc.) as
of June 30, 1998 and 1997, and the related consolidated statements of
operations, changes in stockholder's equity (deficit) and cash flows for each of
the three years in the period ended June 30, 1998.
JOSEPH DECOSIMO AND COMPANY, LLP
/s/ Joseph Decosimo and Company
Chattanooga, Tennessee
June 18, 1999
