As filed with the Securities and Exchange Commission on
August 8, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVANCED GAMING TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Wyoming 98-0152226
(State or Other Jurisdiction of (I.R.S.
Employer
Incorporation or Organization) Identification
No.)
2482-650 West Georgia Street
P.O. Box 11610
Vancouver, British Columbia V6B 4N9
(Address of Principal Executive Offices) (Zip Code)
Non-Qualified Stock Option Agreements by and between
Advanced Gaming Technology, Inc. and Mark Neuhaus and Paul
Kessler
(Full title of the plan)
Firoz Lakhani
Advanced Gaming Technology, Inc.
2482-650 West Georgia Street
P.O. Box 11610
Vancouver, British Columbia V6B 4N9
(Name and address of agent for service)
(604) 689-8841
(Telephone number, including area code, of agent for
service)
Copy to:
David J. Levenson, Esquire
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W., Suite 1000
Washington, DC 20005
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price per Offering
Registration
Registered Registered Price Price Fee
Common Stock 4,000,000 $0.18 $720,000 $218.18
$.005 par
value
per share
</TABLE>
EXPLANATORY NOTE
The first part of this Registration Statement has been
prepared in accordance with the requirements of Form S-8 and
is intended to be used to register shares to be issued and
sold pursuant to the Non-Qualified Stock Option Agreement by
and between Advanced Gaming Technology, Inc. (the "Company")
and Mark Neuhaus and a Non-Qualified Stock Option Agreement
by and between the Company and Paul Kessler. The Prospectus
filed as part of this Registration Statement has been
prepared in accordance with the requirements of Form S-3 and
may be used for reofferings of resales of common stock
previously acquired or to be acquired by the Selling
Shareholders.
REOFFER PROSPECTUS
ADVANCED GAMING TECHNOLOGY, INC.
4,000,000 SHARES OF COMMON STOCK
$.005 PAR VALUE PER SHARE
The shares of Common Stock, $.005 par value (the
"Common Stock")of Advanced Gaming Technology, Inc., a
Wyoming corporation, (the "Company") offered hereby (the
"Shares") may be sold by Mark Neuhaus and Paul Kessler (the
"Selling Shareholders"), consultants to the Company. The
Shares may be acquired by the Selling Shareholders from time
to time, from the Company upon the exercise of options to
purchase such Shares (the "Options") granted to the Selling
Shareholders by the Company pursuant to the Non-Qualified
Stock Option Agreement dated August 6, 1997 by and between
the Company and Mark Neuhaus (the "Neuhaus Option
Agreement") and the Non-Qualified Stock Option Agreement
dated August 6, 1997 by and between the Company and Paul
Kessler (the "Kessler Option
<PAGE>
Agreement"). The Options to purchase 4,000,000 Shares
pursuant to the Neuhaus Option Agreement and Kessler Option
Agreement if such Options are exercised, will be held by the
Selling Shareholders. As of the date of this Prospectus, no
Shares have been issued pursuant to the Stock Option
Agreements.
It is anticipated that the Shares may be offered for
sale by the Selling Shareholders on a delayed or continuous
basis from time to time in transactions in the open market
at prices prevailing at the time of sale on the National
Association of Securities Dealers, Inc.'s (the "NASD's") OTC
Bulletin Board, or in negotiated transactions. Such
transactions may be effected by the Selling Shareholders,
acting as principal for their own account. Alternatively,
such transactions may be effected through brokers, dealers
or other agents designated from time to time by the Selling
Shareholders and such brokers, dealers or other agents may
receive compensation in the form of brokerage commissions or
concessions from the Selling Shareholders or the purchasers
of the Shares (which compensation as to a particular broker-
dealer might be in excess of customary commissions). The
Selling Shareholders may also pledge Shares as collateral,
and such Shares could be resold pursuant to the terms of
such pledges. Brokers who execute orders on his behalf may
be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933, as amended (the
"Securities Act") and a portion of the proceeds of sales and
commissions or concessions thereof may be deemed
underwriting compensation for purposes of the Securities
Act. The Company will not receive any part of the proceeds
from the sale of Shares by the Selling Shareholders.
The Company will pay all costs and expenses incurred in
connection with the registration of the Shares under the
Securities Act. The Selling Shareholders will pay the costs
associated with any sales of Shares, including any
discounts, commissions and applicable transfer taxes. None
of the proceeds from the sale of the Shares by the Selling
Shareholders pursuant to this Prospectus will be received by
the Company. The Company will receive an aggregate of
$720,000, assuming the Options are exercised.
The Common Stock is quoted on the NASD's OTC Bulletin
Board under the symbol "AGTI." On August 4, 1997, the last
reported sale price of the Common Stock was $0.19 per share.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 6.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
The date of this prospectus is August 8, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").
Copies of such reports, proxy statements and information at
certain regional offices of the Commission located at
Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and 75 Park Place, 14th
Floor, New York, New York 10007, and may be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The
Commission maintains a Web site: http://www.sec.gov that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with
the Commission.
This Prospectus constitutes part of a Registration
Statement on Form S-8 (together with all amendments and
exhibits thereto) (the "Registration Statement") and does
not contain all of the information set forth in the
Registration Statement, certain parts of which have been
omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the
Company and the securities offered hereby, reference is made
to the Registration Statement and to the
exhibits and schedules thereto. Statements made in this
Prospectus as to the contents of any contract, agreement or
other document referred to are not necessarily complete.
With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete
description of the matter involved, and such statement is
qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been filed with the
Commission by the Company pursuant to the Exchange Act
(Commission File No. 000-21991) are incorporated by
reference in this Prospectus).
1. The Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 1996;
2. The Company's Form 10-QSB for the quarter ended
March 31, 1997;
3. The Company's Forms 8-K filed March 21, 1997;
April 8, 1997; April 24, 1997; May 28, 1997; June 19, 1997;
July 16, 1997 and July 31, 1997;
<PAGE>
4. Description of Common Stock of the Company
contained or incorporated in the Registration Statement on
Form 10-SB (File No. 000-21991) filed by the Company under
Section 12(g) of the Exchange Act, including any amendments
or reports filed for the purpose of updating such
description.
All other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock made hereby
shall be deemed to be incorporated by reference in such
documents. Any statement contained in this prospectus or in
a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any incorporated by
reference herein modifies or supersedes such statement.
A copy of any documents incorporated by reference (not
including exhibits to such documents other than exhibits
specifically incorporated by reference into such documents)
are available without charge to any person, including any
beneficial owner, to whom this Prospectus is delivered, upon
written or oral request. Requests for such documents should
be directed to
Advanced Gaming Technology, Inc., 2482-650 Georgia Street,
P.O. Box 11610, Vancouver, British Columbia V6B 4N9,
telephone number (604) 689-8841.
FORWARD LOOKING STATEMENTS
This Prospectus and the information incorporated by
reference herein contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such statements include, but are
not limited to, projected sales, gross margin and net income
figures, the availability of capital resources, plans
concerning products and market acceptance.
Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted
with accuracy and some of which may not even be anticipated.
Future events and actual results, financial and otherwise,
could differ materially from those set forth in or
contemplated by the forward-looking statements herein.
Important factors that could contribute to such difference
are set forth below under "Risk Factors."
THE COMPANY
The Company is engaged in the design, assembly, supply,
marketing and servicing of gaming products, the core of
which is its MAX Electronic Bingo Systems. The Company is
also designing and developing a wireless, hand-held bingo
unit for use in the United Kingdom. In addition, the
Company owns, through one of its wholly-owned subsidiaries,
178 acres of undeveloped property in Stone County,
<PAGE>
Missouri. The Company's Common Stock is traded on the
NASD's OTC Bulletin Board under the symbol "AGTI."
The Company was incorporated pursuant to the laws of
the State of Wyoming on November 20, 1963, under the name
"MacTay Investment Co." On June 19, 1987, the Company
changed its name to "Auto N Corporation." On April 2, 1991,
the Company changed its name to "Advanced Gaming Technology,
Inc." when it acquired all of the assets and certain
liabilities of Selectro Vision Ltd., a California
corporation, in exchange for 1,359,000 shares of the
Company's Common Stock.
RISK FACTORS
OPERATING LOSSES. The Company has incurred net losses of
$5,629,961 and $8,983,277 for the fiscal years ended
December 31, 1996 and December 31,1995, respectively. Such
operating losses reflect developmental and other start-up
activities. The Company
expects to incur significant losses in the near future. The
Company's operations are subject to numerous risks
associated with establishing any new business, including
unforeseen expenses, delays and complications. There can be
no assurance that the Company will achieve or sustain
profitable operations or that it will be able to remain in
business.
FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING.
The Company has generated minimal revenues from product
distribution. Revenues are not yet sufficient to support
the Company's operating expenses and are not expected to
reach such levels during the next year. Since the Company's
formation, it has funded its operations and capital
expenditures primarily through private placements of debt
and equity securities. The Company expects that it will be
required to seek additional financing in the future. There
can be no assurance that such financing will be available at
all or available on terms acceptable to the Company.
GOVERNMENT REGULATION. The Company's operations are subject
to state and local gaming laws as well as various federal
laws and regulations governing business activities with
Native American Tribes. The state and local laws in the
United States which govern the lease and use of gaming
products are widely disparate and continually changing due
to legislative and administrative actions and judicial
interpretations. If any changes occur in gaming laws
through statutory enactment or amendment, judicial decision
or administrative action restricting the manufacture,
distribution or use of some or all of the Company's
products, the Company's present and proposed business could
be adversely affected. The operation of gaming on Native
American reservations is subject to the Indian Gaming
Regulatory Act ("IGRA"). Under IGRA certain types of gaming
activities are classified as Class I, Class II or Class III.
The Company's business will be impacted based upon how its
products are ultimately classified.
<PAGE>
RISK OF LOW-PRICED STOCKS. Rules 15g-1 through 15g-9
promulgated
under the Securities Exchange Act of 1934 (the "Exchange
Act") impose sales practice and disclosure requirements on
certain brokers and dealers who engage in certain
transactions involving "a penny stock." Currently, the
Company's Common Stock is considered penny stock for
purposes of the Exchange Act. The additional sales practice
and disclosure requirements imposed on certain brokers and
dealers could impede the sale of the Company's Common Stock
in the secondary market. In addition, the market liquidity
for the Company's securities may be severely adversely
affected, with concomitant adverse effects on the price of
the Company's securities.
Under the penny stock regulations, a broker or dealer
selling penny stock to anyone other than an established
customer or "accredited investor"(generally, an individual
with net worth in excess of $1,000,000 or annual incomes
exceeding $200,000, or $300,000 together with his or her
spouse) must make a special suitability determination for
the purchaser and must receive the purchaser's written
consent to the transaction prior to sale, unless the broker
or dealer or the transaction is otherwise exempt. In
addition, the penny stock regulations require the broker or
dealer to deliver, prior to any transaction involving a
penny stock, a disclosure schedule prepared by the
Securities and Exchange Commission relating to the penny
stock market, unless the broker or dealer or the transaction
is otherwise exempt. A broker or dealer is also required to
disclose commissions payable to the broker or dealer and the
registered representative and current quotations for the
securities. In addition, a broker or dealer is required to
send monthly statements disclosing recent price information
with respect to the penny stock held in a customer's
account and information with respect to the limited market
in penny stocks.
TRADEMARK AND PATENT PROTECTION. The Company relies on a
combination of patent, trade secret, copyright and trademark
law, nondisclosure agreements and technical security
measures to protect its products. Notwithstanding these
safeguards, it is possible for competitors of the Company to
obtain its trade secrets and to imitate its products.
Furthermore, others may independently develop products
similar or superior to those developed or planned by the
Company. While the Company may obtain patents with respect
to certain of its products, the Company may not have
sufficient resources to defend such patents, such patents
may not afford all necessary protection and competitors may
develop equivalent or superior products which may not
infringe such patents.
COMPETITION. The market for electronic slot accounting,
player tracking, progressive jackpot systems and game
promotion systems is highly competitive. Many of the
Company's competitors have substantially greater financial,
marketing and technological resources than the Company and
the Company may not be able to compete successfully with
them.
<PAGE>
TECHNOLOGICAL INNOVATION. The Company believes that an
important factor to its future success will include its
continued development of new products that appeal to the
tastes of consumers and the introduction of such products in
a timely manner. Successful product development and
introduction depends upon a number of factors, including the
identification of products expected to appeal to consumer
preferences and the timely completion of design and testing.
However, the Company
does not always expect to be able to obtain such approval
prior to the introduction of new products. As a result of
these and other factors, there can be no assurance that the
Company will continue to develop and introduce new products
in a timely manner that will achieve commercial success.
THE OFFERING
The securities covered by this Prospectus are to be
offered and sold from time to time by and on behalf of the
Selling Shareholders, whose names and holdings are set forth
under "Selling Shareholders." The Company will not receive
any proceeds from the sale of the Shares and will bear all
of the expenses of the offering. The Selling Shareholders
will receive all sales proceeds from the sale of the Shares
and will not bear any of the offering expenses. The Company
will receive an aggregate of $720,000 upon the exercise of
the Options.
As of August 4, 1997, there were 64,807,262 shares of
Common Stock of the Company issued and outstanding.
Assuming exercise of the Options and issuance of all
underlying shares to be sold by the Selling Shareholders,
there will be 68,807,262 shares of Common Stock of the
Company issued and outstanding.
USE OF PROCEEDS
Assuming the Options are exercised, the Company will
receive $720,000. The Company intends to use the proceeds
from the exercise of the Options for working capital and for
general corporate purposes. The Company will not receive
any proceeds upon the sale of the Shares by the Selling
Shareholders.
DETERMINATION OF OFFERING PRICE
Not applicable.
DILUTION
Not applicable.
<PAGE>
SELLING SHAREHOLDERS
The following table identifies the Selling
Shareholders, and indicates as of August 1, 1997 (i) the
number of shares of Common Stock beneficially owned by the
Selling Shareholders, (ii) the amount to be offered for the
Selling Shareholders' account, and (iii) the number of
shares and percentage of outstanding shares of Common Stock
to be owned by the Selling Shareholders after the sale of
the shares of Common Stock offered by the Selling
Shareholders pursuant to this Offering.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Beneficial Beneficial
Name of Selling Shares Owned Shares to Shares
Owned
Security Holder Prior to Offering be Sold After
Offering
Number % Number %
Mark Neuhaus 2,000,000(1) 3.085 2,000,000(2) 0 0
Paul Kessler 2,000,000(3) 3.085 2,000,000(4) 0 0
_______________
(1) Consists of 2,000,000 shares of Common Stock issuable
upon exercise of the option granted pursuant to the Neuhaus
Option Agreement.
(2) Assuming exercise of the option issued to Mr. Neuhaus.
(3) Consists of 2,000,000 shares of Common Stock issuable
upon exercise of the option granted pursuant to the Kessler
Option Agreement.
(4) Assuming exercise of the option issued to Mr. Kessler.
</TABLE>
PLAN OF DISTRIBUTION
The Company will receive proceeds upon the exercise of
the Options, but will not receive any proceeds from the sale
of the shares of Common Stock. See "Use of Proceeds."
Under the Exchange Act, any person engaged in a
distribution of the Shares offered by this Prospectus may
not simultaneously engage in market making activities with
respect to the Shares during the applicable "cooling off"
period prior to the commencement of such distribution. In
addition, and without limiting the foregoing, the Selling
Shareholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder
including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of
the Shares by the Selling Shareholders. The applicable
provisions of the Exchange Act and the rules and regulations
thereunder may affect the
<PAGE>
marketability of the Shares and the ability of any person to
engage in market making activities for the Shares.
It is anticipated that the Shares may be offered for
sale by the Selling Shareholders on a delayed or continuous
basis from time to time in transactions in the open market
at prices prevailing at the time of sale on the NASD's OTC
Bulletin Board, or in negotiated transactions. Such
transactions may be effected by the Selling Shareholders,
acting as principal for their own account. Alternatively,
such transactions may be effected through brokers, dealers
or other agents designated from time to time by the Selling
Shareholders and such brokers, dealers or other agents may
receive compensation in the form of brokerage commissions or
concessions from the Selling Shareholders or the purchasers
of the Shares (which compensation as to a particular broker-
dealer might be in excess of customary commissions). The
Selling Shareholders may also pledge Shares as collateral,
and such Shares could be resold pursuant to the terms of
such pledges. Brokers who execute orders on his behalf may
be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933, as amended (the
"Securities Act") and a portion of the proceeds of sales and
commissions or concessions thereof may be deemed
underwriting compensation for purposes of the Securities
Act. The Company will not receive any part of the proceeds
from the sale of Shares by the Selling Shareholders.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The class of securities to be offered under this
Prospectus is registered under Section 12 of the Exchange
Act.
INTERESTS OF NAMED EXPERTS AND COUNSEL
EXPERTS. The consolidated financial statements of the
Company incorporated by reference in this Prospectus have
been audited by Robison, Hill & Co., Certified Public
Accountants, as indicated in their report with respect
thereto, and incorporated herein by reference in reliance
upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS. The legality of the shares of Common Stock
offered by this Prospectus will be passed upon for the
Company by Hirst & Applegate, Cheyenne, Wyoming.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Wyoming Business Corporation Act ("WBCA"), W.S. 17-
16-850 et seq., provides for indemnification of the
Company's officers, directors, employees, and agents against
liabilities which they may incur in such capacities. A
summarization of circumstances in which such indemnification
may be available follows, but is qualified by reference to
the Company's Articles of Incorporation and the text of the
statute.
<PAGE>
In general, the Company may provide indemnification to
any person made a party to a proceeding because he is or was
a director, officer, employee or agent against liability
incurred in the proceeding if such person (i) conducted
himself or herself in good faith; (ii) reasonably believed
that his or her conduct was in or at least not opposed to
the Company's best interest; and (iii) in the case of a
criminal proceeding, has no reasonable cause to believe that
his or her conduct was unlawful. The Company may not,
however, indemnify a present or former director, officer,
employee or agent in connection with (i) a proceeding by or
in the right of the Company or (ii) any other proceeding
charging improper personal benefit to the director, officer,
employee or agent, whether or not involving action in
his or her official capacity, in which he or she was
adjudged liable on the basis that personal benefit was
improperly received by such present or former director,
officer, employee or agent. The Company may pay for or
reimburse the reasonable expenses of present and former
directors, officers, employees and agents who are parties to
a proceeding in advance of the final disposition of such
proceeding if the person seeking payment or reimbursement
(i) furnishes a written affirmation of his or her good faith
belief that he or she met the applicable standard of care
under the WBCA; (ii) furnishes a written undertaking to
repay the advance if it is ultimately determined that he or
she did not meet the applicable standard of conduct; and
(iii) it is determined, in accordance with the WBCA, that
the facts then known would not preclude indemnification.
The Company must indemnify a present or former director who
is wholly successful, on the merits or otherwise, in a
proceeding against reasonable expenses incurred in
connection with the proceeding.
In addition, the Company has statutory authority to
purchase insurance to protect its officers, directors,
employees, and agents against any liabilities asserted
against them, or incurred in connection with their service
in such capacities. Further, the Company may advance or
reimburse funds to a director who is a party to a
proceeding, for reasonable expenses incurred in connection
with a proceeding.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or others pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore
unenforceable.
No dealer, salesman, or any other person
has been authorized to give any information
or to make any representations or projections
of future performance other than those
contained in this Prospectus, and any such
other information, projections or represen-
tations if given or made must not be relied
upon as having been so authorized. The 4,000,000
Shares
delivery of this Prospectus of any sale Common
Stock
hereunder at any time does not imply that
the information herein is correct as of
any time subsequent to its date. This
Prospectus does not constitute an Advanced
Gaming
offer to sell or a solicitation of any Technology,
Inc.
offer to buy any of the securities offered
hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or
solicitation.
Table of Contents
Page
Available Information ................4
Documents Incorporated PROSPECTUS
by Reference .......................5
Forward-Looking Statements ..........6
The Company ..........................6
Risk Factors .........................6
The Offering .........................9
Use of Proceeds ......................9
Selling Shareholders ................10
Plan of Distribution ................10
Legal Matters........................11
Interests of Named Experts & Counsel 11
August 8, 1997
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by
Advanced Gaming Technology, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
1. The Company's annual report on Form
10-KSB for the fiscal year ended December 31,
1996;
2. The Company's Form 10-QSB for the
quarter ended March 31, 1997;
3. The Company's Forms 8-K filed March 21,
1997; April 8, 1997; April 24, 1997; May 28,
1997; June 19, 1997; July 16, 1997 and July
31, 1997;
4. Description of Common Stock of the
Company contained or incorporated in the
Registration Statement on Form 10-SB (File
No. 000-21991) filed by the Company under
Section 12(g) of the Exchange Act, including
any amendments or reports filed for the
purpose of updating such description.
All other documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part of the
Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
The class of securities offered under this
Registration Statement is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Wyoming Business Corporation Act ("WBCA"), W.S. 17-
16-850 et seq., provides for indemnification of the
Company's officers, directors, employees, and agents against
liabilities which they may incur in such capacities. A
summarization of circumstances in which such indemnification
may be available follows, but is qualified by reference to
the Company's Articles of Incorporation and the text of the
statute.
<PAGE>
In general, the Company may provide indemnification to
any person made a party to a proceeding because he is or was
a director, officer, employee or agent against liability
incurred in the proceeding if such person (i) conducted
himself or herself in good faith; (ii) reasonably believed
that his or her conduct was in or at least not opposed to
the Company's best interest; and (iii) in the case of a
criminal proceeding, has no reasonable cause to believe that
his or her conduct was unlawful. The Company may not,
however, indemnify a present or former director, officer,
employee or agent in connection with (i) a proceeding by or
in the right of the Company or (ii) any other proceeding
charging improper personal benefit to the director, officer,
employee or agent, whether or not involving action in his or
her official capacity, in which he or she was adjudged
liable on the basis that personal benefit was improperly
received by such present or former director, officer,
employee or agent. The Company may pay for or reimburse the
reasonable expenses of present and former directors,
officers, employees and agents who are parties to a
proceeding in advance of the final disposition of such
proceeding if the person seeking payment or reimbursement
(i) furnishes a written affirmation of his or her good faith
belief that he or she met the applicable standard of care
under the WBCA; (ii) furnishes a written undertaking to
repay the advance if it is ultimately determined that he or
she did not meet the applicable standard of conduct; and
(iii) it is determined, in accordance with the WBCA, that
the facts then known would not preclude indemnification.
The Company must indemnify a present or former director who
is wholly successful, on the merits or otherwise, in a
proceeding against reasonable expenses incurred in
connection with the proceeding.
In addition, the Company has statutory authority to
purchase insurance to protect its officers, directors,
employees, and agents against any liabilities asserted
against them, or incurred in connection with their service
in such capacities. Further, the Company may advance or
reimburse funds to a director who is a party to a
proceeding, for reasonable expenses incurred in connection
with a proceeding.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Amendment to Articles of
Incorporation of the Company dated July 16,
1996 (filed as Exhibit 2.1 to the
Registrant's Form 10-SB on January 16, 1997
and incorporated by reference herein).
4.2 Articles of Amendment to Articles of
Incorporation of the Company dated June 17,
1997 (filed as Exhibit 2.2 to the
Registrant's Form 10-SB on January 16, 1997
and incorporated by reference herein).
4.3 Articles of Incorporation of MacTay Investments Co.
dated November 18, 1963 (filed as Exhibit 2.5 to the
<PAGE>
Registrant's Amendment No. 1 to Form 10-SB on
May 6, 1997 and incorporated by reference
herein).
4.4 Articles of Amendment of Auto N Corporation
dated April 22, 1991 (filed as Exhibit 2.3 to
the Registrant's Amendment No. 1 to Form 10-
SB on May 6, 1997 and incorporated by
reference herein).
4.5 Articles of Amendment of MacTay Investments
Co. dated June 19, 1987 (filed as Exhibit 2.4
to the Registrant's Amendment No. 1 to Form
10-SB on May 6, 1997 and incorporated by
reference herein).
4.6 Bylaws of Advanced Gaming Technology, Inc.
(filed as Exhibit 2.6 to the Registrant's
Amendment No. 1 to Form 10-SB on May 6, 1997
and incorporated by reference herein).
5 Opinion of Hirst & Applegate.
23.1 Consent of Robison, Hill & Co., Independent
Auditors.
23.2 Consent of Hirst & Applegate (included in
their opinion filed as Exhibit 5).
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 which, individually or together, represent a
fundamental change in the information in the Registration
Statement;
(iii) To include any additional or
changed material information on the plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(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
Sections 13 or 15(d) of the Securities Exchange Act of 1934
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
<PAGE>
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 of 1933, each filing of the Registrant's annual report
pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Act of 1934) 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 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 of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, Advanced Gaming Technology, Inc.,
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 Vancouver, in the Province of British Columbia, on
this 7th day of August, 1997.
ADVANCED GAMING TECHNOLOGY, INC.
By: /s/Firoz Lakhani
Firoz Lakhani
President, Chief Operating
Officer, and Director
(Principal Executive Officer)
Signature Title Date
/s/Firoz Lakhani President, Chief Operating
Officer and Director
8/7/97
Firoz Lakhani (Principal Executive Officer)
/s/Donald Robert Mackay Chief Financial Officer
(Principal Financial Officer 8/7/97
Donald Robert MacKay and Principal Accounting
Officer)
/s/Robert C. Silzer, Jr. Vice President-Operations
and Director
8/7/97
Robert C. Silzer, Jr.
/s/RObert C. Silzer, Jr. Chairman, Chief Executive
Officer and Director
8/7/97
Robert C. Silzer, Sr.
<PAGE>
Exhibit Index
Exhibit Number Description
4.1 Articles of Amendment to Articles of
Incorporation of the Company dated July 16,
1996 (filed as Exhibit 2.1 to the
Registrant's Form 10-SB on January 16, 1997
and incorporated by reference herein).
4.2 Articles of Amendment to Articles of
Incorporation of the Company dated June 17,
1997 (filed as Exhibit 2.2 to the
Registrant's Form 10-SB on January 16, 1997
and incorporated by reference herein).
4.3 Articles of Incorporation of MacTay
Investments Co. dated November 18, 1963
(filed as Exhibit 2.5 to the Registrant's
Amendment No. 1 to Form 10-SB on May 6, 1997
and incorporated by reference herein).
4.4 Articles of Amendment of Auto N Corporation
dated April 22, 1991 (filed as Exhibit 2.3 to
the Registrant's Amendment No. 1 to Form 10-
SB on May 6, 1997 and incorporated by
reference herein).
4.5 Articles of Amendment of MacTay Investments
Co. dated June 19, 1987 (filed as Exhibit 2.4
to the Registrant's Amendment No. 1 to Form
10-SB on May 6, 1997 and incorporated by
reference herein).
4.6 Bylaws of Advanced Gaming Technology, Inc.
(filed as Exhibit 2.6 to Registrant's
Amendment No. 1 to Form 10-SB on May 6, 1997
and incorporated by reference herein).
5 Opinion of Hirst & Applegate.
23.1 Consent of Robison, Hill & Co., Independent
Auditors.
23.2 Consent of Hirst & Applegate (included in
their opinion filed as Exhibit 5).
EXHIBIT 5
August 4, 1997
Advanced Gaming Technology, Inc.
2482-650 West Georgia Street
P.O. Box 11610
Vancouver, British Columbia
Gentlemen:
We have acted as Wyoming counsel for Advanced Gaming
Technology, Inc., a Wyoming corporation (the "Corporation") in
connection with the registration statement on Form S-8 of the
Corporation filed with the Securities and Exchange Commission
(the "Registration Statement"), pertaining to the registration of
(i) 2,000,000 shares of common stock of the Corporation (the
"Neuhaus Shares") for issuance and sale pursuant to the
Corporation's Non-Qualified Stock Option Agreement by and between
the Corporation and Mark Neuhaus (the "Neuhaus Agreement") and
(ii) 2,000,000 shares of common stock of the Corporation (the
"Kessler Shares") for issuance and sale pursuant to the
Corporation's Non-Qualified Stock Option Agreement by and between
the Corporation and Paul Kessler(the "Kessler Shares").
In connection with this opinion, we have considered such
questions of law as we have deemed necessary as a basis for the
opinions set forth below, and we have examined or otherwise are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the following: (i) the
Registration Statement; (ii) the Articles of Incorporation and By-
laws of the Corporation, as amended and as currently in effect;
(iii) certain resolutions of the Board of Directors of the
Corporation relating to the adoption of the Kessler Agreement and
the Neuhaus Agreement and the issuance of the Kessler Shares and
Neuhaus Shares and the other transactions contemplated by the
Registration Statement; (iv) the Kessler Agreement and the
Neuhaus Agreement; and (v) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth
below. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
<PAGE>
as originals, the conformity to original documents of all
documents submitted to us as
certified or facsimile copies and the authenticity of the
originals of such copies. As to any facts material to this
opinion that we did not independently establish or verify, we
have relied upon statements and representations of officers and
other representatives of the Corporation and others.
Based upon the foregoing, and subject to the other
limitations and qualifications set forth herein, we are of the
opinion that the Kessler Shares and Neuhaus Shares have been duly
authorized for issuance and that when sold, issued, paid for and
delivered as contemplated by the Kessler Agreement and the
Neuhaus Agreement referred to in the Registration Statement, the
Kessler Shares and Neuhaus Shares will be validly issued and will
be fully paid and nonassessable.
The foregoing opinion is subject to the qualifications that:
(a) legality, validity or enforcement may be limited by
applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or
affecting the rights of creditors generally;
(b) general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing,
regardless of whether enforcement is considered in
proceedings at law or in equity;
(c) our opinion is limited to matters governed by the laws
of Wyoming and no opinion is expressed herein as to any
matter governed by the laws of any other jurisdiction;
(d) the opinions expressed herein are strictly limited to
the matters stated herein and no other opinions may be
implied beyond the matters expressly so stated.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving
this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and
Regulations of the Commission thereunder.
<PAGE>
Very truly yours,
/s/ HIRST & APPLEGATE
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement pertaining to the Non-Qualified Stock
Option Agreement by and between Advanced Gaming Technology, Inc.
(the "Company") and Mark Neuhaus and the Non-Qualified Stock
Option Agreement by and between the Company and Paul Kessler of
our report dated January 27, 1997 with respect to the financial
statements of Advanced Gaming Technology, Inc. included in its
Form 10-KSB filed with the Securities and Exchange Commission on
March 28, 1997.
/s/ROBISON, HILL & CO.
Salt Lake City, Utah
August 5, 1997
DC1DOCS1.56095.01
