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As filed with the Securities and Exchange Commission on April 23, 1999.
Registration No. 333-31373
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CASINOVATIONS INCORPORATED
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(Exact name of registrant as specified in its charter)
Nevada 91-1696010
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(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification No.)
6744 S. Spencer Street, Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section (b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of Casinovations Incorporated,
a Nevada corporation (the "Company"), consists of 40,000,000
shares of common stock, $0.001 par value per share, and
10,000,000 shares of preferred stock, $0.001 par value per share.
As of March 31, 1999, the Company has only issued shares of
common stock and has not issued any shares of preferred stock.
On March 6, 1999, Casinovations Incorporated, a Washington
corporation (the "Parent"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with the Company, at the time, a
wholly-owned subsidiary of the Parent, providing for the merger
of the Parent with and into the Company (the "Merger"), with the
Company as the surviving corporation. The primary purpose of the
Merger was to reincorporate the Parent from the State of
Washington to the State of Nevada. On March 29, 1999, the
Parent's stockholders approved the Merger Agreement and the
Merger. Accordingly, Articles of Merger with respect to the
Merger were filed with the Nevada Secretary of State and the
Washington Secretary of State, and the Merger became effective
April 1, 1999. As a result of the Merger, each share of common
stock, par value $0.001, of the Parent issued and outstanding
immediately prior to the Merger shall represent a share of common
stock, par value $.001, of the Company. For additional
information concerning the foregoing, reference is made to the
Merger Agreement, which is incorporated herein by reference from
the Company's Annual Report on Form 10-KSB as filed with the
Securities and Exchange Commission (the "Commission") on March
26, 1999.
The following summary of the Company's securities does not
purport to be complete and is subject to, and qualified in its
entirety by, the Company's Articles of Incorporation and Bylaws,
which are incorporated herein by reference from the Company's
Current Report on Form 8-K as filed with the Commission on April
5, 1999, and by the provisions of applicable law.
COMMON STOCK
As of March 31, 1999, there were 7,294,690 shares of common
stock outstanding held of record by approximately 430
stockholders. On March 24, 1999, the Company agreed to rescind
the subscription agreement of a certain stockholder on or before
April 30, 1999. Pursuant to this agreement, the Company will
repurchase 200,000 shares of its common stock and reserve the
right to retire or transfer such shares. The circumstances
surrounding this agreement are described in detail in the
Company's Annual Report on Form 10-KSB as filed with the
Commission on March 26, 1999, Part I, "Item 3. Legal
Proceedings."
The holders of common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of
stockholders. Under the Company's Bylaws, the Company's Board of
Directors (the "Board") is classified into three classes of
directors which serve staggered three-year terms. The holders of
common stock are not entitled to cumulate votes for the election
of directors. The holders of common stock have no preemptive
rights or rights to convert their common stock into any other
securities. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common
stock are fully paid and non-assessable, and the shares of common
stock to be issued upon completion of this offering will be fully
paid and non-assessable. In the event of a liquidation,
dissolution or winding up of the Company, the holders of common
stock are entitled to share ratably in all assets remaining after
payment of liabilities and liquidation preferences of any
outstanding shares of preferred stock. Subject to preferences
that may be applicable to any outstanding shares of preferred
stock, the holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared by the Board
out of funds legally available for the payment of dividends.
PREFERRED STOCK
The Company's Articles of Incorporation provide that the
Board will have the authority, without further action by the
stockholders, to issue up to 10,000,000 shares of preferred stock
in one or more
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series and to fix the designations, powers, preferences,
privileges and relative, participating, optional or special
rights and the qualifications, limitations or restrictions
thereof, including dividend rights, conversion rights, voting
rights, terms of redemption and liquidation preferences, any or
all of which maybe greater than the rights of the common stock.
The Board, without stockholder approval, can issue preferred
stock with voting, conversion or other rights that could
adversely affect the voting power and other rights of the holders
of common stock. Additionally, the issuance of preferred stock
may have the effect of decreasing the market price of the common
stock, and may adversely affect the voting and other rights of
the holders of common stock. The Company has no present plans to
issue any shares of preferred stock.
STOCK OPTIONS
As of March 31, 1999, the Company had issued options to
purchase an aggregate of 855,000 shares of the Company's common
stock. In addition, the Board adopted the Casinovations
Incorporated Stock Option Plan (the "Plan"). Under the Plan,
which was approved by the Company's stockholders on March 29,
1999, the Company is authorized to issue stock options for a
total up to 500,000 shares of the Company's common stock to
selected officers, directors, employees consultants, advisers,
independent contractors and agents of the Company. As of March
31, 1999, the Company has not issued options pursuant to the
Plan.
WARRANTS AND CONVERTIBLE DEBENTURES
As of March 31, 1999, the Company has outstanding warrants
issued to certain stockholders, warrants issued to certain
placement agents, and warrants issued to certain purchasers of
the Company's convertible debentures.
In July 1996, the Board authorized the pro rata distribution
of 200,000 Class A Warrants to all record shareholders of the
Company as of July 22, 1996. The Class A Warrants are exercisable
into shares of the Company's common stock at a price of $3.75 per
share and expire on July 22, 2000. In April 1998, certain
holders of Class A Warrants transferred and assigned a portion of
their Class A Warrants to certain individuals as a means of
securing convertible debt financing for the Company. Currently,
all 200,000 Class A Warrants are outstanding.
On April 1, 1999, the Company issued 54,625 warrants to
Travis Morgan Securities, Inc. and 99,366 warrants to Grant
Bettingen, Inc. in conjunction with their services as placement
agents for the Company in conjunction with the Company's offering
of 1,500,000 shares of common pursuant to that Registration
Statement on Form SB-2/A (SEC File No. 333-31373). The Company
has reserved certain indemnification rights against a third
placement agent participant in the same offering, including
rights against 89,543 warrants. The basis for such reservation
of rights and indemnity is described in detail in the Company's
Annual Report on Form 10-KSB as filed with the Commission on
March 26, 1999, Part I, "Item 3. Legal Proceedings." These
warrants are exercisable into shares of the Company's common
stock at a price of $3.00 per share and expire on February 1,
2001.
As of March 31, 1999, the Company had outstanding $1,900,000
of 9.5% unsecured convertible notes due 2004 and 345,800 warrants
issued in conjunction therewith. The notes are convertible into
shares of the Company's common stock at the later of the
expiration of six months from the date of the note or September
1, 1999 at a price of $2.60 per share. The warrants may be
exercised at any time after August 1, 1999 and before or on
February 1, 2001 at a price of $3.00 per share.
ANTI-TAKEOVER EFFECTS OF THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS
Certain provisions of the Company's Articles of
Incorporation and Bylaws may provide the Board with more
negotiating leverage by delaying or making more difficult
unsolicited acquisitions or changes
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of control of the Company. It is believed that such provisions
will enable the Company to develop its business and operations in
a manner that will foster its long-term growth without the
disruption caused by the threat of takeover not deemed by the
Board to be in the best interests of the Company and its
stockholders.
Such provisions could have the effect of discouraging third
parties from making proposals involving an unsolicited
acquisition or change of control of the Company, although such
proposals, if made, might be considered desirable by a majority
of the Company's stockholders. Such provisions may also have the
effect of making it more difficult for third parties to cause the
replacement of the management of the Company without the
concurrence of the Board. These provisions include (i) the
availability of capital stock for issuance from time to time at
the discretion of the Board, (ii) the classification of the Board
into three classes, each of which serves for a term of three
years, (iii) the requirement of a super-majority vote of two-
thirds of the voting power to remove directors with or without
cause.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its
common stock. The Company presently intends to retain earnings to
finance the operation and expansion of its business and does not
anticipate declaring cash dividends in the foreseeable future.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's
securities is Continental Stock Transfer & Trust Company, 2
Broadway, New York, New York 10004.
OTC BULLETIN BOARD LISTING
Application has been made to have the Company's common stock
listed for quotation on the OTC Bulletin Board under the symbol
"CVIG."
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this
registration statement:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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2.01 Agreement and Plan of Merger dated March 6, 1999 by
and between Casinovations Incorporated and
Casinovations Nevada Incorporated, incorporated by
reference from the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange
Commission on March 26, 1999, Item 13(a), Exhibit
2.01.
3.01 Articles of Incorporation of the Company dated March
4, 1999, incorporated by reference from the
Company's Current Report on Form 8-K filed on April
5, 1999, Item 7(c), Exhibit 3.01.
3.02 Bylaws of the Company, incorporated by reference
from the Company's Current Report on Form 8-K filed
on April 5, 1999, Item 7(c), Exhibit 3.02.
4.01 Specimen stock certificate representing Common
Stock, incorporated herein by reference from the
Company's (SEC File No. 333-31370) Registration
Statement on Form SB-2 filed on July 16, 1997, Item
27, Exhibit 4.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
CASINOVATIONS INCORPORATED
By: /s/ Steven J. Blad
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Steven J. Blad
President and Chief Executive
Officer
Date: April 23, 1999
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