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Registration No. ____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SILICON GAMING, INC.
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(Exact name of registrant as specified in its charter)
California 77-0357939
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
2800 W. Bayshore Road
Palo Alto, CA 94303
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(Address of principal executive offices) (Zip code)
SILICON GAMING, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Thomas E. Carlson
Vice President - Chief Financial Officer
Silicon Gaming, Inc.
2800 W. Bayshore Road
Palo Alto, CA 94303
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 650/842-9000
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________
Proposed
maximum
offering Proposed maximum Amount of
Amount to be price per aggregate registration
Title of securities to be registered/1/ registered share/2/ offering price/2/ fee
__________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
1998 Employee Stock Purchase Plan
Common Stock 450,000 $6.375 $2,868,750 $846.28
</TABLE>
______________
/1/ Includes rights to acquire such Common Stock.
/2/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The Silicon Gaming, Inc. 1998 Employee Stock Purchase Plan
establishes a purchase price equal to 85% of the fair market value of the
Company's Common Stock and, therefore, the price for purchase rights under this
plan is based on 85% of the average of the high and low prices of the Common
Stock on July 27, 1998 as reported on the National Association of Securities
Dealers Automated Quotations System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Silicon Gaming, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
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The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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The Company's Amended and Restated Articles of Incorporation provide that
the liability of the directors for monetary damages shall be eliminated to the
fullest extent permissible under California law. Pursuant to California law,
the Company's directors shall not be liable for monetary damages for breach of
the directors' fiduciary duty of care to the Company and its shareholders.
However, this provision does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available under California law. In addition, each
director will continue to be subject to liability for (i) acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the Company or its shareholders or that involve the absence of good faith on
the part of the director, (iii) any transaction from which a director derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Company or its
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shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Company or its shareholders, (v) acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Company or its shareholders, (vi) any transaction
that constitutes an illegal distribution or dividend under California law, and
(vii) any transaction involving an unlawful conflict of interest between the
director and the Company under California law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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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 or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
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registration statement is on Form S-3 or Form S-8, and 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 Exchange Act 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
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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) Filing incorporating subsequent Exchange Act documents by reference
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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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(h) Request for acceleration of effective date or filing of registration
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statement on Form S-8
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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 foregoing provisions, 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
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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Palo Alto, State of California, on July 31, 1998.
Silicon Gaming, Inc.
By: /S/ Thomas E. Carlson
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Thomas E. Carlson, Vice President,
Chief Financial Officer
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POWER OF ATTORNEY
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The officers and directors of Silicon Gaming, Inc. whose signatures appear
below, hereby constitute and appoint Donald J. Massaro and Thomas E. Carlson,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on July 31, 1998.
Signature Title
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/S/ Donald J. Massaro
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Donald J. Massaro President, Chief Executive Officer and
Director (Principal Executive Officer)
/S/ Thomas E. Carlson
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Thomas E. Carlson Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
/S/ William Hart
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William Hart Director
/S/ Kevin R. Harvey
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Kevin R. Harvey Director
/S/ David S. Morse
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David S. Morse Director
/S/ Andrew Pascal
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Andrew Pascal Director
/S/ Joseph Piemont
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Joseph Piemont Director
/S/ Thomas Volpe
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Thomas Volpe Director
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EXHIBIT INDEX
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4.1 Amended and Restated Articles of Incorporation of the Company are
incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on August 22, 1997 (File No. 333-34183)
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form 10 filed with the
Securities and Exchange Commission on April 24, 1996, as amended by
Form 10-A Amendment No. 1 filed with the Commission on June 13, 1996
(File No. 0-28294)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Independent Auditors' Consent
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
Attorneys at Law
400 Hamilton Avenue
Palo Alto, CA 94301-1825
Tel (650) 328-6561
Fax (650) 327-3699
July 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Silicon Gaming, Inc., a California corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 450,000 shares of the
Common Stock, $0.001 par value, of the Company and which may be issued pursuant
to the exercise of purchase rights granted under the Silicon Gaming, Inc. 1998
Employee Stock Purchase Plan (the "Plan").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California and the federal law of the
United States.
Based on such examination, we are of the opinion that the 450,000 shares of
Common Stock which may be issued upon the exercise of purchase rights granted
under the Plan are duly authorized shares of the Company's Common Stock, and,
when issued against receipt of the consideration therefore in accordance with
the provisions of the Plan, will be validly issued, fully paid and
nonassessable. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/S/ GRAY CARY WARE & FREIDENRICH
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Silicon Gaming, Inc. on Form S-8 of our report dated January 27, 1998,
appearing in the Annual Report on Form 10-K of Silicon Gaming, Inc. for the
year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
San Jose, California
July 31, 1998
