As filed with the Securities and Exchange Commission on February 15, 2000
Registration No. 333-________
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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
---------------------------- ------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2800 W. Bayshore Road, Palo Alto, California 94303
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Silicon Gaming, Inc.1999 Long-Term Compensation Plan
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(Full title of the plan)
Andrew S. Pascal, President, Chief Executive Officer,
Acting Chief Financial Officer and Secretary
2800 W. Bayshore Road, Palo Alto, California 94303
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (650) 842-9000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------
Common Stock 11,496,916 $.2031 (2) $2,335,023.60 (2) $616.45
$.01 par value 89,035,678 $.0075 (3) $ 667,767.58 (3) $176.29
- -------------------------------------------------------------------------------------------------
Total: $792.74
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</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 solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of Common Stock on February 8, 2000.
3 Pursuant to Rule 457(h), the registration fee is based on the exercise
price of the options issued under the Silicon Gaming, Inc. 1999 Long-Term
Compensation Plan.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement is being filed solely to register the issuance
of up to 100,532,594 additional shares of the Company's Common Stock pursuant to
the Silicon Gaming, Inc. 1999 Long-Term Compensation Plan. The Company has
previously filed a registration statement on Form S-8 (File No. 333-92359)
covering 15,657,490 shares of its Common Stock initially authorized for issuance
under that plan. Except as supplemented by the information set forth below, the
contents of the earlier registration statement are incorporated herein by
reference.
ITEM 8. EXHIBITS
See "Exhibit Index".
2
<PAGE>
SIGNATURES
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 February 15, 2000.
SILICON GAMING, INC.
/s/ Andrew S. Pascal
---------------------------------------------
By: Andrew S. Pascal
Its: President and Chief Executive Officer, Acting
Chief Financial Officer and Secretary
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.
Signature Title Date
--------- ----- ----
/s/ Andrew S. Pascal
- ------------------------ President, Chief Executive February 15, 2000
Andrew S. Pascal Officer, Acting Chief Financial
Officer, Secretary and Director
(Principal Executive Officer,
Principal Financial and Accounting
Officer)
/s/ Rob Reis
- ------------------------ Director February 15, 2000
Rob Reis
/s/ Stanford Springel
- ------------------------ Director February 15, 2000
Stanford Springel
3
<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 Certificate of Amendment of the Articles of Incorporation of the
Company is incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 14, 2000
4.3 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)
[LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY L.L.P.]
February 15, 2000
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 100,532,594 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 100,532,594
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.
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
February 10, 2000
