UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN WAGERING, INC.
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(Exact name of registrant as specified in its charter)
Nevada 88-0344658
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
675 Grier Drive
Las Vegas, Nevada 89119
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to
be registered
Not Applicable
_______________________________ ______________________________
_______________________________ ______________________________
_______________________________ ______________________________
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. __
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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. __
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
The authorized capital stock of the Company consists of 25
million shares of Common Stock, par value $.01 per share,
2,587,500 shares of which are being registered hereby, and 25
million shares of Preferred Stock, par value $.01 per share.
Upon consummation of the Offering, no shares of Preferred Stock
will be outstanding. The Company has no present intention to
issue shares of Preferred Stock.
COMMON STOCK
Of the 25 million shares of Common Stock authorized, 5.25
million shares will be outstanding prior to the consummation of
the Offering and 7.5 million shares (7,837,500 shares if the
Underwriters exercise their Over-Allotment Option) will be
outstanding upon consummation of the Offering. Subject to the
rights of holders of any outstanding Preferred Stock, the holders
of outstanding shares of Common Stock are entitled to share
ratably in dividends declared out of assets legally available
therefor at such time and in such amount as the Board of
Directors may from time to time lawfully determine. Each holder
of Common Stock is entitled to one vote for each share held.
Subject to the rights of holders of any outstanding Preferred
Stock, upon liquidation, dissolution or winding up of the
Company, any assets legally available for distribution to
shareholders as such are to be distributed ratably among the
holders of the then outstanding Common Stock. All shares of
Common Stock currently outstanding are and all shares of Common
Stock offered hereby, when duly issued and paid for will be,
fully paid and nonassessable, not subject to redemption and
without conversion, preemptive or other rights to subscribe for
or purchase any proportionate part of any new or additional
issues of any class or series of securities convertible into
stock of any class or series. The shares of Common Stock will be
listed for trading on the Nasdaq National Market upon the
consummation of the Offering.
Item 2. Exhibits.
Form of Common Stock Incorporated by reference
Certificate to Registration Statement
No. 33-80431-LA, Exhibit 4.1
Amended and Restated Incorporated by reference
Articles of Incorporation to Registration Statement
of Registrant No. 33-80431-LA, Exhibit 3.1
By-laws of Registrant Incorporated by reference
to Registration Statement
No. 33-80431-LA, Exhibit 3.2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
(Registrant) American Wagering, Inc.
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Date May 9, 1996
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By /s/Robert D. Ciunci, Chief Financial Officer and Executive
Vice President
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Print the name and title of the signing officer under his
signature
