<PAGE>
As filed with the Securities and Exchange Commission on December 8, 1999
Registration No. __________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
Silicon Gaming, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 77-0357939
- --------------------------------- -------------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
2800 W. Bayshore Road
Palo Alto, California 94303
-----------------------------------------------------
(Address of principal executive offices) (Zip code)
Silicon Gaming, Inc.
1999 Long-Term Compensation Plan
-------------------------------------------
(Full title of the plan)
Andrew S. Pascal
President, Chief Executive Officer,
Acting Chief Financial Officer and Secretary
Silicon Gaming, Inc.
2800 W. Bayshore Road
Palo Alto, California 94303
--------------------------------------------
(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.
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities to be Amount to be offering price aggregate Amount of
registered registered/1/ per share/2/ offering price/2/ registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------
1999 Long-Term Compensation Plan
- --------------------------------
Common Stock 15,657,490 $0.015 $234,862.35 $62.00
</TABLE>
________________________
/1/Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
/2/Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the issue price of the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
---------------------------------------
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
Sections 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 ended December 31, 1998 as filed with the Securities and
Exchange Commission on March 31, 1999, as amended by Form 10-K/A filed on April
29, 1999.
(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 on April 24, 1996, as amended
by Form 10-A Amendment No. 1 filed with the Securities and Exchange Commission
on June 13, 1996 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.
<PAGE>
Item 4. Description of Securities
-------------------------
The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
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
nonmonetary 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 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.
In addition, the Company's Amended and Restated Articles of
Incorporation provide that the Company is authorized to provide indemnification
of agents (as defined under California law) for breach of duty to the Company
and its shareholders through bylaw provisions or through agreements with the
agents, or through shareholder resolutions, or otherwise, in excess of the
indemnification otherwise permitted by California law, subject to the limits on
such excess indemnification set forth in California law.
The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by California law. Such
indemnification is intended to provide the full flexibility available under
California law and may, under certain circumstances, include indemnification for
negligence, gross negligence and certain types of recklessness. Under
California law and the Company's Bylaws, the Company will be permitted to
indemnify its directors, executive officers, officers, employees and other
agents, within the limits established by law and public policy, pursuant to an
express contract, bylaw provision, shareholder vote or otherwise, any or all of
which could provide indemnification rights broader than those expressly
available under California law.
The Company is also empowered under its Bylaws to enter into
indemnification agreements with its directors and officers and to purchase
insurance on behalf of any person whom it is required or permitted to indemnify.
The Company has entered into agreements with its directors and certain of its
executive officers that require the Company to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
<PAGE>
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.
Section 317 of the California Corporations Code makes provisions for
the indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Section 317 also
provides that the indemnification provided by this section is not exclusive to
the extent additional rights are authorized in a corporation's articles of
incorporation.
Item 7. Exemption From Registration Claimed
-----------------------------------
Inapplicable.
Item 8. Exhibits
--------
See Exhibit Index.
Item 9. Undertakings
------------
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;
(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;
and
(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 (1)(i) and (l)(ii) do 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 Exchange Act that are incorporated by
reference 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
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 Securities and Exchange
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 issue.
<PAGE>
SIGNATURE
---------
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 December 8,
1999.
SILICON GAMING, INC.
/s/ Andrew S. Pascal
--------------------------------------
By: Andrew S. Pascal
Its: President and Chief Executive Officer, Acting
Chief Financial Officer and Secretary
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
The officers and directors of Silicon Gaming, Inc. whose signatures
appear below, hereby constitute and appoint Andrew S. Pascal as their true and
lawful attorney-in-fact and agent, with full power of substitution, 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 said attorney-in-fact and
agent, 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 and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- ------------------------- ------------------------------------ --------------
President, Chief Executive Officer,
Acting Chief Financial Officer,
Secretary and Director
/s/ Andrew S. Pascal
- ------------------------ (Principal Executive Officer, November 24, 1999
Andrew S. Pascal Principal Financial and
Accounting Officer)
/s/ William Hart
- ------------------------ Director November 24, 1999
William Hart
/s/ Kevin R. Harvey
- ------------------------ Director November 24, 1999
Kevin R. Harvey
/s/ Thomas Volpe
- ------------------------ Director November 24, 1999
Thomas Volpe
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
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 Securities and Exchange Commission on June 13, 1996 (File No. 0-
28294)
5 Opinion of legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included in signature pages to this registration
statement)
<PAGE>
EXHIBIT 5
[LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY L.L.P.]
40 N. Central Avenue, Suite 2700, Phoenix, Arizona 84001
Phone: 602-528-4000 Fax: 602-253-8129
December 6, 1999
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 15,657,490 shares of the
Common Stock, $.001 par value, of the Company which may be issued pursuant to
the Company's 1999 Long-Term Compensation 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.
Based on such examination, we are of the opinion that the 15,657,490 shares of
Common Stock which may be issued under the Plan are duly authorized
shares of the Company's Common Stock, and, when issued against receipt of the
consideration therefor 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/ Squire, Sanders & Dempsey L.L.P.
SQUIRE, SANDERS & DEMPSEY L.L.P.
<PAGE>
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 29, 1999(March
12, 1999 as to Note 11) (which expresses an unqualified opinion and includes
an explanatory paragraph relating to an uncertainty concerning the Company's
ability to continue as a going concern) incorporated by reference in the Annual
Report on Form 10-K of Silicon Gaming, Inc. for the year ended December 31,
1998.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
December 6, 1999
