<PAGE> 1
As filed with the Securities and Exchange Commission on
February 27, 1998
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)
<TABLE>
<S> <C>
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)
</TABLE>
Consulting Agreements and Non-Qualified Stock Option Agreements
by and between
Advanced Gaming Technology, Inc. and: R. Kenneth Landow; USIS International
Capital Corporation; Paul Lovito; Stephen Dadson; and Robert Hunziker
(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)
<PAGE> 2
Copy to:
David J. Levenson, Esquire
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W., Suite 1000
Washington, DC 20005
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price per Offering Registration
Registered Registered Price Price Fee
- ---------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Common Stock 1,626,707 $0.11 $178,938 $53
$.005 par
value per
share
Options 1,000,000 0.05 50,000 15
300,000 0.03 9,000 3
300,000 0.05 15,000 4
400,000 0.10 40,000 12
Common Stock,
$.005 par
value per
share, issu-
able upon
exercise of
Options 2,000,000 - - -
---
87
- ------------------------------------------------------------------------------------------------
</TABLE>
EXPLANATORY NOTE
The first part of this Registration Statement has been prepared in
accordance with the requirements of Form S-8 and is
2
<PAGE> 3
intended to be used to register shares to be issued and sold pursuant to the
Non-Qualified Stock Option Agreements by and between Advanced Gaming Technology,
Inc. (the "Company") and: R. Kenneth Landow; USIS International Capital
Corporation; Paul Lovito; Stephen Dadson; and Robert Hunziker(the "Selling
Shareholders"). 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 or resales of common stock previously acquired or to be acquired
by the Selling Shareholders.
REOFFER PROSPECTUS
ADVANCED GAMING TECHNOLOGY, INC.
3,626,707 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 R. Kenneth Landow, USIS
International Capital Corporation, Paul Lovito, Stephen Dadson and Robert
Hunziker(the "Selling Shareholders"), consultants to the Company. The Shares
were acquired as compensation and/or 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 Letter Agreement dated January 29, 1998 by and
between the Company and R. Kenneth Landow (the "Landow Agreement"); the
Consulting Agreement dated January 14, 1998 by and between the Company and USIS
International Capital Corporation (the "USIS International Agreement"); the
Consulting Agreement dated January 29, 1998 by and between the Company and Paul
Lovito (the "Lovito Agreement");the Letter Agreement of February 6, 1998 by and
between the Company and Stephen Dadson (the "Dadson Agreement"); and the
Consulting Agreement dated February 11, 1998 by and between the Company and
Robert Hunziker (the "Hunziker Agreement"). The Options to purchase an
aggregate of 2,000,000 Shares pursuant to the USIS International and Lovito
Agreements, if such Options are exercised, will be held by the Selling
Shareholders. As of the date of this Prospectus, an aggregate of 1,626,707
Shares will be or have been issued as compensation pursuant to the foregoing
Agreements and no Shares
3
<PAGE> 4
have been issued pursuant to the exercise of options to the Selling
Shareholders pursuant to the above-mentioned 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 behalf of any of the Selling
Shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933 (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 $114,000, assuming the Options are
exercised.
The Common Stock is quoted on the NASD's OTC Bulletin Board under the
symbol "AGTI." On February 20, 1998, the last reported sale price of the Common
Stock was $0.11 per share.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
4
<PAGE> 5
SEE "RISK FACTORS" BEGINNING ON PAGE 9.
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.
The date of this prospectus is February 27, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (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 may be inspected and copied 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 also 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
5
<PAGE> 6
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 quarters ended March 31,
1997, June 30, 1997 and September 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; July 31, 1997;
August 25, 1997; September 22, 1997; October 6, 1997; November 3, 1997; and
January 14, 1998.
4. The Company's definitive proxy soliciting material used in
connection with the Annual Meeting of Shareholders held September 17, 1997.
5. 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 herein. 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 incorporated by reference herein modifies or supersedes
such statement.
6
<PAGE> 7
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 the
the Secretary, 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 patented and proprietary 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, 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
7
<PAGE> 8
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
shares of the Company's Common Stock.
RECENT DEVELOPMENTS
On January 12, 1998, the Company announced that it had reached an
understanding for a financing and licensing agreement with Bingo Technologies
Corporation ("BTC"), a private Nevada corporation engaged in the production and
distribution of a hand-held electronic bingo unit. The agreement will provide
for BTC's advancing the Company $500,000 by way of a secured promissory note
and an agreement in principle with respect to BTC's acquiring the exclusive
rights to manufacture, distribute, market and sell the Company's products in
the United States for a five year period for $1.5 million plus a 15% royalty.
The agreement also will provide for the Company's receiving a 25% distributor
commission on any order for equipment or account generated by the Company for
BTC and for BTC's assuming operating function of the Company, including the
20,000 square foot warehouse and distribution center in Denver, Colorado and
the marketing office in Cleveland, Ohio. The agreement specifically will
exclude the Company's hand-held electronic bingo unit and territories of the
world outside of the United States. Previously, in November 1997, the Company
had entered into a distribution arrangement with BTC appointing BTC as its
sales agent in connection with the marketing and distribution of
MAXPLUS/TurboMAX in halls now using products sold by BTC or its affiliate Bingo
Card Minder Corporation that are not served by an exclusive distributor
appointed by the Company and such other halls as the Company and BTC may agree
from time to time.
As a result of the agreements with BTC, the Company will obtain
necessary additional working capital for funding its manufacturing operations,
will substantially reduce overhead expense and will be in a position to
concentrate on the development of its technology and other products and product
development.
Effective February 15, 1998, Robert C. Silzer, Sr. resigned as Chief
Executive Officer of the Company.
8
<PAGE> 9
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, and $5,094,995 for the quarterly period ended September 30, 1997.
Such operating losses reflect developmental and other start-up activities. The
Company expects to continue to incur losses in the near future, notwithstanding
the reduction in overhead and new business focus resulting from the
transactions with BTC. 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, notwithstanding the recently completed distribution and financing and
licensing agreements with BTC.
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 but management is
cautiously optimistic that the Company may 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, notwithstanding anticipated royalties from the
licensing agreement with BTC and related overhead reduction resulting from the
transactions with BTC and related overhead reduction resulting from the
transactions with BTC. There can be no assurance that such financing will be
available at all or available on terms acceptable to the Company.
9
<PAGE> 10
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.
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 a 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
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<PAGE> 11
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 bingo, 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 and its products may not be able to compete
successfully with them.
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 satisfy such
objectives 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.
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<PAGE> 12
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 $114,000 upon the exercise
of the Options.
As of January 31, 1998, there were 105,463,478 shares of Common Stock
of the Company issued and outstanding. Assuming exercise of the Options and
issuance of all Shares and the underlying shares to be sold by the Selling
Shareholders, there will be 109,090,185 shares of Common Stock of the Company
issued and outstanding.
USE OF PROCEEDS
Assuming the Options are exercised, the Company will receive $114,000.
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.
SELLING SHAREHOLDERS
The following table identifies the Selling Shareholders, and indicates
as of January 31, 1998 (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
12
<PAGE> 13
after the sale of the shares of Common Stock offered by the Selling
Shareholders pursuant to this Offering.
<TABLE>
<CAPTION>
Number and
Beneficial Per Cent Bene-
Name of Selling Shares Owned Shares to ficially Owned
Security Holder Prior to Offering be Sold After Offering
- --------------- ------------------ ----------- --------------
<S> <C> <C> <C>
R. Kenneth Landow 335,000 250,000 85,000 *
USIS International
Capital Corporation 1,500,000(1) 1,500,000(1) 0 0
Paul Lovito 1,000,000(2) 1,000,000(2) 0 0
Stephen Dadson 736,323 736,323 0 0
Robert Hunziker 1,571,118(3) 140,384 1,430,734 *
</TABLE>
- ---------------
(*) Less than 1%.
(1) Includes a stock option to purchase up to 1,000,000 shares at $.05 per
share until January 29, 1999.
(2) Includes a stock option to purchase up to 1,000,000 shares, exercisable at
present for up to 300,000 shares at $.03 per share; exercisable for up to
300,000 additional shares at $.05 per share if a letter agreement for services
is entered into after two months; and exercisable for up to 400,000 shares at
$.10 per share if the letter agreement is extended after four months,
(3) Includes a stock option to purchase up to 450,000 shares at $.25-2.00 per
share until April 1998.
13
<PAGE> 14
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, Regulation M, governing activities of
underwriters, issuers selling security holders and others in connection with
offerings of securities, 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
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 behalf of Selling Shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as
14
<PAGE> 15
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.
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
15
<PAGE> 16
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
16
<PAGE> 17
other information, projections or representations
if given or made must not be relied
upon as having been so authorized. The 3,626,707 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 ................ 5 -----------------
Documents Incorporated
by Reference ....................... 6 PROSPECTUS
Forward-Looking Statements .......... 7
The Company .......................... 7 -----------------
Risk Factors ......................... 9
The Offering ......................... 12
Use of Proceeds ...................... 12
Selling Shareholders ................. 12
Plan of Distribution ................. 14
Interests of Named Experts & Counsel.. 15
Legal Matters......................... 15
February 27, 1998
17
<PAGE> 18
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 quarters ended
March 31, 1997, June 30, 1997 and September 30,
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, July 31, 1997, August 25,
1997, September 22, 1997, October 6, 1997, November
3, 1997 and January 14, 1998.
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.
18
<PAGE> 19
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.
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
19
<PAGE> 20
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
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.
20
<PAGE> 21
10.1 Distributor Agreement dated as of November 3, 1997
between the Company and Bingo Technologies
Corporation.
10.2 Letter Agreement dated January 29, 1998 between the
Company and R. Kenneth Landow.
10.3 Consulting Agreement dated January 14, 1998 between
the Company and USIS International Capital
Corporation.
10.4 Letter Agreement dated February 6, 1998 between the
Company and Stephen Dadson.
10.5 Consulting Agreement dated February 11, 1998 between
the Company and Robert Hunziker.
10.6 Consulting Agreement dated January 29, 1998 between
the Company and Paul Lovito.
23.1 Consent of Robison, Hill & Co., Independent
Auditors.
23.2 Consent of Hirst & Applegate (included in the
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;
21
<PAGE> 22
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 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
22
<PAGE> 23
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.
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 27th day of February 1998.
ADVANCED GAMING TECHNOLOGY, INC.
By:
/s/Firoz Lakhani
--------------------------------
Firoz Lakhani
President, Chief Operating
Officer, and Director
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
President, Chief Operating
/s/Firoz Lakhani Officer and Director 2/27/98
- --------------------------
Firoz Lakhani
Chief Financial Officer
/s/Donald Robert MacKay (Principal Financial Officer 2/27/98
- -------------------------- and Principal Accounting
Donald Robert MacKay Officer)
/s/Robert Hunziker Director 2/27/98
- --------------------------
Robert Hunziker
Chairman
/s/Robert C. Silzer, Sr. and Director 2/27/98
- --------------------------
Robert C. Silzer, Sr.
</TABLE>
23
<PAGE> 24
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
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.
10.1 Distributor Agreement dated as of November 3, 1997 between the Company and Bingo
Technologies Corporation.
</TABLE>
24
<PAGE> 25
<TABLE>
<S> <C>
10.2 Letter Agreement dated January 29, 1998 between the Company and R. Kenneth Landow.
10.3 Consulting Agreement dated January 14, 1998 between the Company and USIS International
Capital Corporation.
10.4 Letter Agreement dated February 6, 1998 between the Company and Stephen Dadson.
10.5 Consulting Agreement dated February 11, 1998 between the Company and Robert Hunziker.
10.6 Consulting Agreement dated January 29, 1998 between the Company and Paul Lovito.
23.1 Consent of Robison, Hill & Co., Independent Auditors.
23.2 Consent of Hirst & Applegate (included in their opinion filed as Exhibit 5).
</TABLE>
25
<PAGE> 1
EXHIBIT 5
HIRST & APPLEGATE
A PROFESSIONAL CORPORATION
LAW OFFICES
1720 CAREY AVENUE, SUITE 200
THOMAS G. GORMAN* P.O. BOX 1083 JAMES L. APPLEGATE
THOMAS A. NICHOLAS III CHEYENNE, WYOMING 82003-1083 OF COUNSEL
GARY R. SCOTT TELEFAX (307) 632-4999
JOHN J. METZKE TELEPHONE (307) 632-0541
-----
DALE W. COTTAM**
RICHARD A. MINCER*+
MISHA E. WESTBY
Tuesday
*ALSO ADMITTED IN COLORADO February 24, 1998
**ALSO ADMITTED IN NEBRASKA 8169
+ALSO ADMITTED IN TENNESSEE
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
3,626,707 shares of Common Stock, $.005 par value per share, issued or to be
issued (upon the exercise of options granted) pursuant to the Letter Agreement
dated January 29, 1998 between the Corporation and R. Kenneth Landow (the
"Landow Agreement"); the Consulting Agreement dated January 14, 1998 between
the Corporation and USIS International Capital Corporation (the "USIS
International Agreement"); the Consulting Agreement dated January 29, 1998
between the Corporation and Paul Lovito (the "Lovito Agreement"); the agreement
reached with Stephen Dadson on February 6, 1998 (the "Dadson Agreement"); and
the Consulting Agreement dated February 11, 1998 between the Corporation and
Robert Hunziker (the "Hunziker Agreement").
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 Landow, USIS International, Lovito, Dadson and Hunziker
Agreements and the issuance of shares and
<PAGE> 2
Advanced Gaming Technology, Inc.
Page 2
February 24, 1998
proposed issuance of shares upon exercise of options granted pursuant to
certain of such Agreements and the other transactions contemplated by the
Registration Statement; (iv) the Landow, USIS International, Lovito, Dadson and
Hunziker Agreements; and (v) such other documents as we have deemed necessary
or appropriate as a basis for the opinions set forth below. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us a certified, photostatic or
facsimile copies and the authenticity and completeness of the originals of such
copies. As to any facts material to this opinion 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 and subject to the foregoing, and subject to the other
limitations and qualifications set forth herein, we are of the opinion that the
Shares issued and proposed to be issued upon exercise of options granted
pursuant to the Landow, USIS International, Lovito, Dadson and Hunziker
Agreements have been duly authorized for issuance and that when sold, issued,
paid for and delivered as contemplated by such Agreements referred to in the
Registration Statement, the 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
<PAGE> 3
Advanced Gaming Technology, Inc.
Page 3
February 24, 1998
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 opinion expressed herein is 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 Securities and
Exchange Commission as Exhibit 5 to the Registration Statement. In giving this
consent, we do not hereby 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 Securities and Exchange Commission
thereunder.
Yours very truly,
HIRST & APPLEGATE, P.C.
/s/ JOHN J. METZKE
BY: JOHN J. METZKE
JJM:jmm
<PAGE> 1
EXHIBIT 10.1
DISTRIBUTOR AGREEMENT
Dated as of this __ day of ______ 1997 (the "Effective Date")
BETWEEN: ADVANCED GAMING TECHNOLOGY, INC.
PO Box 11610
Suite 2482-650 West Georgia Street
Vancouver, BC, Canada V6B 4N9,
hereinafter referred to as
"AGT",
AND: BINGO TECHNOLOGIES CORPORATION
295 Highway 50, Suite 20
PO Box 3256
Stateline, Nevada,
hereinafter referred to as
"BTC",
WHEREAS:
A. AGT has a family of interactive electronic gaming devices
which it produces and markets and AGT desires to appoint a sales agent to act
on its behalf in the distribution of its MAXPlus/TurboMAX Bingo Systems; and
B. BTC has an electronic bingo marketing department, and BTC has
held itself out to AGT as competent, with knowledge and experience in the
marketing of electronic bingo products in the United States and desires to act
as a sales agent for AGT in the distribution of the MAXPlus/TurboMAX Bingo
Systems in those locations which are currently BTC customers and such other
locations as BTC and AGT may agree; and
C. AGT has agreed to appoint BTC, and BTC has agreed to accept
such appointment, on the terms and subject to the conditions set forth below,
to act as a sales agent for AGT in the distribution of MAXPlus/TurboMAX Bingo
Systems.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereinafter set out, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.0 APPOINTMENT OF BTC
1.1 Subject to the terms and conditions of this Agreement, AGT
hereby appoints BTC as its sales agent in connection with the
marketing and distribution of MAXPlus/TurboMAX Bingo Systems (the
"Products") in halls now using products sold by BTC or its affiliate,
Bingo Card Minder Corporation ("BCM"), that are not serviced by an
existing exclusive distributor appointed by AGT, and such other halls
on which AGT and BTC may agree in writing from time to time, and BTC
agrees to act in that capacity; provided that, if any hall that now
uses products manufactured and sold by BTC or BCM is so serviced by an
existing exclusive distributor appointed by AGT, AGT shall use
commercially reasonable efforts to induce such exclusive distributor
to amend its agreement with AGT so as to permit BTC to market and
distribute Products to such hall.
1.2 For each installation of a Product at a customer initially
identified by BTC or that BTC otherwise is responsible for securing
for AGT (a "Customer"), AGT shall pay to BTC, in consideration of
services provided herein, a commission
<PAGE> 2
equal to twenty-five percent (25%) of the gross revenues received by
AGT from such Customer in connection with such installed Product (the
"Commission").
2.0 WARRANTIES AND COVENANTS OF BTC
2.1 BTC will provide the first line of support for the Products
consisting of, at a minimum, providing advice and assistance to
Customers in connection with their use of Products and using
commercially reasonable efforts to assist Customers in diagnosing and
remedying problems in the use and operation of the Products. BTC will
use reasonable commercial efforts to provide sufficient service
technicians to perform such support of the Products in accordance with
the foregoing. Any problems in the use or operation of Products that
are not readily resolvable by BTC's trained staff shall be referred to
AGT for resolution.
2.2 BTC will stock such spare parts as AGT may supply BTC from
time to time at AGT's sole cost and expense, and BTC will, on a monthly
basis, provide AGT an accounting of all such parts.
2.3 BTC will be responsible for compiling and completing, and
providing to AGT promptly upon request, but in no event in more time
than is necessary to permit filing thereof as required by applicable
law and as described in such request, any and all required gaming
commission monthly reports relating to the Products leased by AGT to
Customers as a result of BTC's efforts hereunder and any other filings
or required regulatory reports relating to such Products.
2.4 BTC agrees that, with respect to all matters relating to this
Agreement, BTC shall be deemed to be an independent contractor and
shall bear all of its own expenses in connection with this Agreement.
BTC shall have no authority, whether express or implied, to assume or
create any obligation on behalf of AGT, nor shall BTC issue or cause
to be issued any quotations or draft any letters or documents over the
name of AGT.
2.5 AGT will train the personnel of BTC involved with the sale of
Products. BTC also will make such personnel available for training
with respect to upgrades in or to the Products released by AGT after
the Effective Date. BTC, upon completion of such training by AGT,
will be responsible for providing any required training for each
Customer for which BTC is responsible.
2.6 BTC will use reasonable efforts to work closely with charities
and their advertising and promotion agents to ensure aggressive
promotion of the Products and will provide to Customers promotional
material relating to the Products that will be supplied by AGT to BTC,
at twenty-five percent (25%) of AGT's direct, out-of-pocket cost. In
the event BTC elects to develop promotional material, then such
material must have prior written approval from AGT.
2.7 BTC will be solely responsible for all billing and collections
from all Customers and will remit to AGT all monies with deduction of
Commissions due in respect thereof by wire transfer as set out in
Schedule A. BTC also agrees to provide AGT copies of all weekly usage
reports. All payments made by Customers to BTC, net of the Commission
owing to BTC in respect thereof, shall be held in a segregated account
in which BTC will not commingle any of its own funds.
2.8 BTC hereby agrees to uphold highest standards of integrity in
its
<PAGE> 3
representation of AGT, and conform to all rules and regulations of the gaming
commission and any and all laws.
2.9 BTC hereby agrees to structure the AllTrak system with AGT
programs, thereby allowing AGT any benefits that may be
derived from the AllTrak system, for Products placed by BTC
with Commissions paid to BTC.
2.10 BTC represents and warrants to AGT that
(i) it is a corporation duly organized, validly existing and
in good standing under the laws of Nevada;
(ii) BTC has the corporate power to enter into and carry out
its obligations under this Agreement;
(iii) this Agreement has been duly authorized by BTC and, when
executed, this Agreement will be a valid and binding
obligation of BTC; and
(iv) Neither the execution and the delivery of this Agreement
nor the consummation of the transactions contemplated
hereunder will violate or constitute a default under any
agreement or instrument to which BTC is a party.
3.0 WARRANTIES AND COVENANTS OF BTC
3.1 AGT represents and warrants to BTC as follows:
(i) AGT is a corporation duly organized, validly existing
and in good standing under the laws of Wyoming. AGT has the
corporate power to enter into and carry out its obligations under this
Agreement;
(ii) this Agreement has been duly authorized by AGT and, when
executed, this Agreement will be a valid and binding obligation of
AGT; and
(iii) Neither the execution and the delivery of this
Agreement nor the consummation of the transactions contemplated
hereunder will violate or constitute a default under any agreement or
instrument to which AGT is a party or by which its right, title and
interest in the Products may be affected.
3.2 The Products shall be leased by AGT directly to Customers,
identified by BTC, in accordance with a standard lease agreement in the
form attached hereto as Schedule B (the "Lease Agreement"), and the
Pricing for Lease Agreement or Lease to Purchase, attached hereto as
Schedule C, as each may be modified from time to time. Any change in
the lease rates of the Products shall not affect leases negotiated by
BTC that were accepted by AGT before the price change was communicated
or put into effect, unless mutually acceptable by AGT and BTC.
Subject to BTC's obligations to AGT to provide first level support to
Customers on AGT's behalf, AGT shall be solely responsible for
performing all of AGT's duties and obligations to Customers under the
Lease Agreement (or any other duties or obligations of AGT not assumed
by BTC hereunder) and AGT agrees to defend, indemnify and save
harmless BTC, its agents, officers, directors, employees,
shareholders, successors and assigns, and each of them, from and
against any and all claims, actions and suits, whether groundless or
otherwise, brought by or on behalf of any Customer relating in any way
to the Products or this Agreement, other than for claims, actions or
suits arising as a result of the bad faith or gross negligence of BTC,
its agents, officers, directors, employees, shareholders, successors
and assigns, and from and against any and all liabilities,
<PAGE> 4
judgments, losses, damages, costs, charges, attorneys' fees, and other
expenses of every nature and character by reason of any such claims,
actions and suits.
3.3 AGT warrants that the distribution and sale of Products, as
provided for in this Agreement, shall not violate or infringe any
trademarks, patents, trade secrets and/or copyrights held by third
parties and AGT agrees to defend, indemnify and save harmless BTC, its
agents, sub-distributors, officers, directors, employees,
shareholders, successors and assigns, and each of them, from and
against any and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, judgments,
losses, damages, costs, charges, attorneys' fees, and other expenses
of every nature and character by reason of any such claims, actions
and suits.
3.4 AGT hereby agrees to install fixed base units in a timely
manner not exceeding twenty-one (21) days after date of receipt of all
information required, including but not limited to programming, hall
layout, electrical, etc. A complete Install Information Package will
be supplied for each order by BTC to AGT.
3.5 AGT hereby agrees to ship to each Customer's facility, at
AGT's own expense, Products.
4.0 [Intentionally Omitted]
5.0 TRAINING
5.1 BTC and AGT hereby agree that training of any employees of
BTC by AGT will be at AGT's Distribution Centre, which is currently
located in Denver, Colorado. AGT will not be responsible for any
costs incurred by BTC in connection with the training of BTC
employees. BTC will not be responsible for any amounts paid by AGT in
connection with the training of BTC employees.
6.0 MAXPlus/TurboMAX PRICING
6.1 AGT will provide to BTC a price list for the Products which,
at BTC's option, may be altered by BTC by up to ten (10%) percent of
the applicable price shown thereon without receiving prior written
approval from AGT. However, in the event BTC offers a price lower
than ten (10%) percent of any price set out in the price list, then
prior written approval must be obtained from AGT.
7.0 CONFIDENTIALITY; INTELLECTUAL PROPERTY
7.1 Confidential Information (as defined below) disclosed by a
party to the other party shall not be used, disclosed or copied by
such other party except as reasonably necessary in connection with the
performance of any obligations or the exercise of any rights
hereunder, any such disclosure to be made on terms and conditions
reasonably necessary to ensure the continued confidentiality of the
disclosed Confidential Information. Each party shall take reasonable
care to prevent the unauthorized use, dissemination or publication of
the Confidential Information belonging to the other party, provided,
without limitation to the foregoing, no Confidential Information shall
be disclosed to any third party which has not executed and delivered a
confidentiality agreement pursuant to which such third party agrees to
maintain the confidentiality of Confidential Information disclosed to
such third party on substantially the same terms and conditions as
this Section 7.1, such confidentiality agreement to be for the benefit
of, and a copy of such confidentiality agreement shall be immediately
provided to, the party whose
<PAGE> 5
Confidential Information is to be disclosed to such third party.
Confidential Information does not include information which: (i) is
known by the receiving party prior to disclosure hereunder (other than
by reason of disclosure by a third party that, in so disclosing such
information, breached an obligation of confidentiality owing to the
disclosing party), as evidenced by the books and records of the
receiving party existing at the time of disclosure by the disclosing
party; (ii) is or becomes in the public domain other than through a
breach of this Agreement; or any other agreement or obligation between
the parties hereto; (iii) is disclosed to the receiving party by a
third party (other than by reason of disclosure by a third party that,
in so disclosing such information, breached an obligation of
confidentiality owing to the disclosing party); or (iv) is
independently developed by the receiving party, as evidenced by the
books and records of the receiving party. Neither party shall be
liable for disclosure of any Confidential Information when such
disclosure is required by law provided that the disclosing party shall
provide prompt notice to the disclosing party, where possible prior to
the disclosure and shall cooperate with the disclosing party in an
effort to minimize the scope of the information to be disclosed. For
the purposes hereof, "Confidential Information" shall mean any
information, in whatever form provided, disclosed by a party to the
other party that relates to such party's business, finances,
operations, strategic planning, research and development activities,
forecasts, products, investments, data, know-how or other technology,
as well as any other materials and information which, from the
circumstances in which they are made available to the other party
ought, in good faith, to be treated as confidential or proprietary
(including, without limitation, by designation by the disclosing party
to the receiving party that such disclosed information is confidential
information). Anything to the contrary appearing in this Agreement
notwithstanding, (i) this Agreement shall not be construed to amend or
otherwise modify any confidentiality agreement or confidentiality
obligation existing between the parties hereto on the Effective Date,
and (ii) without limitation to any other restriction on the use of
Confidential Information, in no event and at no time shall either
party hereto use any Confidential Information of the other party in a
manner adverse to the interests of such other party.
7.2 BTC hereby acknowledges AGT's exclusive right, title and
interest in and to the trademarks and tradenames set forth on Schedule
D hereto (the "Trademarks") and to the copyrights (the "Copyrights")
in any software embodied in the Products, to the extent such software
constitutes an original work of authorship for which copyright
protection is available there under applicable law. BTC further
acknowledges that BTC shall not acquire any ownership or other
interest in the Trademarks, the Copyrights or any patents owned by AGT
(the "Patents") by reason of the rights granted by AGT hereunder or
any action taken by or behalf of BTC in connection with BTC's
performance hereunder.
7.3 BTC acknowledges that AGT claims a copyright in any and all
written material and/or packaging to which AGT has filed a claim for
copyright protection. Additionally, BTC recognizes AGT's exclusive
right to seek copyright protection for and/or the restoration of
copyright of any translation of any and all
<PAGE> 6
product literature, promotional or descriptive material furnished by
AGT to BTC for which copyright protection is available under
applicable law and of which AGT is the author or the author's rights
in which have been assigned to AGT.
7.4 BTC acknowledges that AGT has represented to BTC that AGT holds
valid patents that cover the Products.
7.5 AGT hereby authorizes BTC to use the T trademarks in connection
with the marketing of the Products under this Agreement. BTC agrees
that, when referring to the Trademarks, Patents and Copyrights, it
will comply with any and all applicable federal, state and local law
and regulations pertaining thereto. BTC further agrees that it will
use its best efforts to comply with all applicable marketing
requirements pertaining to the Trademarks, Copyrights or Patents of
which it receives written notice from AGT. BTC shall provide
reasonable notice to AGT in the event it cannot market the Products in
compliance with the marketing requirements. BTC further agrees that
it shall not, by use of any apparent authority of BTC hereunder which
may reasonably be expected to create any defense of estoppel, "unclean
hands" or other defense, impair or take, or cause to be taken, any
action which may be reasonably be expected to tend to impair, any
right, title or interest of AGT in or to any Copyright, Patent or
Trademark.
7.6 BTC shall promptly notify AGT, in writing, of any and all
infringements, imitations, illegal use or misuse of the Trademarks,
Patents and/or Copyrights which shall come to BTC's attention. BTC
further agrees that it shall not, at any time, take any action in and
before any courts, administrative agencies, or other such tribunals,
or otherwise attempt to prevent the infringement, imitation, illegal
use or misuse of the Trademarks, Patents and/or Copyrights. BTC
understands that such action falls wholly within the authority of AGT
as the sole owner of the Trademarks, Patents and Copyrights.
7.7 Each party agrees that at no time during the term of this
Agreement nor at any time after this Agreement's expiration or
termination shall such party adopt, register or use in any manner
whatsoever, without the other party's prior written consent, any word,
symbol or combination thereof which is confusingly similar to the
other party's trademarks, nor shall such party, in any manner
whatsoever, infringe the patents and/or violate the copyrights that
are owned by the other party.
8.0 TERM AND TERMINATION
8.1 This Agreement is effective and binding as of the Effective
Date, and its term shall extend for twelve (12) months and,
thereafter, for consecutive additional periods of twelve (12) months
each, unless terminated earlier pursuant to Section 8.2 or either
party shall notify the other in writing of its desire to discontinue
this Agreement not later than ninety (90) days prior to the end of the
applicable term.
8.2 This Agreement shall be terminable or shall terminate, as the
case may be, prior to the expiration of the term hereof if and when
any of the following events occur:
(a) either party materially breaches this Agreement and the
non-breaching party provides written notice of termination to
the breaching
<PAGE> 7
party; provided, however, that this agreement will not
terminate if the breach is cured within the minimum period of
time necessary to cure the breach (assuming the breaching party
uses its best efforts), but in no event in more than thirty
(30) days after the delivery of written notice by the
non-breaching party.
(b) This Agreement shall be terminated automatically upon
either party's cessation of business, election to dissolve,
dissolution, insolvency, failure in business, commission of an
act of bankruptcy, general assignment for the benefit of
creditors, or filing of any petition bankruptcy a for relief
under the provisions of the bankruptcy laws.
(c) AGT may terminate this Agreement if (i) BTC challenges
the validity of the Trademarks, Copyrights or Patents or
otherwise takes any action, the purpose or effect of which is
in or to any way to impair AGT's right, title and interest in
any of the Trademarks, the Copyrights or the Patents; (ii) BTC
fails to comply with all applicable marketing requirements
pertaining to the Trademarks, Copyrights or Patents of which it
receives written notice from AGT; or (iii) BTC shall at any
time market one or more additional products or technologies
which are similar to any Product or the technology contained
therein (including, without limitation, by becoming a
distributor, agent, broker or the like of any third party.
(d) In the event this Agreement is terminated or becomes
null and void, for any reason, BTC will continue to receive
Commissions for as long as the Customer continues to use the
Product leased by the Customer as a result of BTC's efforts.
This provision shall survive the termination of this Agreement.
9.0 OTHER PRODUCTS
AGT acknowledges that BTC may in the future develop or acquire from
third parties additional products or technologies that may be similar
to the Products and the technology contained therein. Nothing in this
Agreement shall be construed as a presentation or promise that BTC will
not continue to market or to develop or have developed products or
technologies that compete with the Products or are similar thereto and,
BTC shall not be restricted in any way from, without use of AGT's
intellectual property, independently developing any products or
intellectual property rights and no rights to any such independently
developed products or intellectual property rights are transferred
pursuant thereto.
10.0 TIME
10.1 Time is of the essence.
11.0 ENTIRE AGREEMENT
11.1 This Agreement contains the entire understanding between the
parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous written or oral negotiations and agreements
between them regarding the subject matter hereof. This Agreement may
only be amended in writing signed by each of the parties.
12.0 NOTICE
12.1 All notices given pursuant to this Agreement must be in writing
at the
<PAGE> 8
address set forth below and shall be deemed to have been duly given
when personally delivered, or when mailed by certified mail, return
receipt requested, postage prepaid, to the addresses of the parties
hereto as follows. Any party hereto may, by notice so given, change
its address for any future notices:
If to AGT: PO Box 11610
Suite 2480 - 650 West Georgia Street
Vancouver, BC, Canada V6B 4N9
Attention: Robert C. Silzer, Sr., Chairman, CEO
with a copy to: Firoz Lakhani, President, COO
If to BTC: 295 Highway 50, Suite 20
PO Box 3256
Stateline Nevada 59449
13.0 If any provision of this Agreement is determined to be invalid or
unenforceable, the provision shall be deemed to be severable from the remainder
of this Agreement and shall not cause the invalidity or unenforceability of the
remainder of this Agreement.
14.0 Neither party may not transfer or assign this Agreement or any part
thereof to any person other than a wholly-owned subsidiary of the assignor
without the other party's prior written approval. This Agreement shall be
binding upon and shall inure to the benefit of AGT's and its permitted
assignees, and shall be binding upon and inure to the benefit of BTC and its
permitted assignees.
15.0 Pursuant to the Federal Arbitration Act, any controversy or claim
arising out of or relating to this Agreement shall be settled by arbitration
conducted in the State of Nevada in accordance with the rules and regulations
of the American Arbitration Association and judgment upon any award rendered
in such arbitration may be entered in any court having jurisdiction thereof.
Either party requesting arbitration under this Agreement shall make a demand
therefor on the other party by registered mail.
16.0 This Agreement shall be governed by the laws of the State of Nevada.
IT WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and day first above written.
ADVANCED GAMING TECHNOLOGY, INC. BINGO TECHNOLOGY CORPORATION
By: By:
--------------------------------- --------------------------------
Authorized Signatory Authorized Signatory
SCHEDULE "A"
To the Distributor Agreement
entered into between
Bingo Technologies Corporation and Advanced Gaming Technology, Inc.
the ___ day of 1997.
WIRE TRANSFER INSTRUCTIONS
BANK: The Toronto Dominion, Bank
<PAGE> 9
Address: Toronto Dominion Tower
700 West Georgia Street
Pacific Centre
Vancouver, BC, Canada V7y1A2
Transit No.: 94000 004
Account: 0902 7301 390
Currency: US Dollar
Contact: Helga(604.654.3484)
Account Name: Advanced Gaming Technology, Inc.
SCHEDULE "B"
To the Distributor Agreement
entered into between
Bingo Technologies Corporation and Advanced Gaming Technology, Inc.
the day of, 1997.
STANDARD LEASE AGREEMENT
SCHEDULE "C"
To the Distributor Agreement
entered into between
Bingo Technologies Corporation and Advanced Gaming Technology Inc.
the day of, 1997.
PRICE LIST
SCHEDULE "D"
To the Distributor Agreement
entered into between
Bingo Technologies Corporation and Advanced Gaming Technology Inc.
the day of, 1997.
TRADEMARKS AND TRADENAMES
<PAGE> 10
approval. This Agreement shall be binding upon and shall inure to the benefit
of AGT's and its permitted assignees, and shall be binding upon and inure to
the benefit of BTC and its permitted assignees.
15.0 Pursuant to the Federal Arbitration Act, any controversy or claim arising
out of or relating to this Agreement shall be settled by arbitration conducted
in the State of Nevada in accordance with the rules and regulations of the
American Arbitration Association and judgment upon any award rendered in such
arbitration may be entered in any court having jurisdiction thereof. Either
party requesting arbitration under this Agreement shall make a demand therefor
on the other party by registered mail.
16.0 This Agreement shall be governed by the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and day first above written.
ADVANCED GAMING TECHNOLOGY, INC. BINGO TECHNOLOGIES CORPORATION
By: /s/ BOB MAKAY By: [SIG]
---------------------------- ---------------------------
Authorized Signatory Authorized Signatory
9
<PAGE> 1
EXHIBIT 10.2
[ADVANCED GAMING TECHNOLOGY LETTERHEAD]
LETTER AGREEMENT
dated the 29th day of January 1998
BETWEEN: ADVANCED GAMING TECHNOLOGY, INC. of
PO Box 1610, Suite 2482 - 650 West Georgia Street
Vancouver, BC, Canada, V6B 4N9
hereinafter called "AGT"
AND: DR. R. KENNETH LANDOW, M.D. of
1820 East Desert Inn Road
Las Vegas, Nevada 89109
S.S.N. 144.40.9219
hereinafter called "Consultant"
WHEREAS, Dr. R. Kenneth Landow acting as an independent Consultant has been
providing advise and assistance to the Company,
AND WHEREAS, Consultant is a prominent individual and has provided numerous
introductions to individuals and associates involved in the gaming industry who,
in turn, have provided assistance to AGT,
AND WHEREAS, AGT wishes to compensate Consultant for the services rendered
during 1996 and 1997,
NOW THEREFORE this Agreement witnesses that in consideration of mutual covenants
and agreements hereinafter contained, the Parties hereto agree as follows:
1.0 COMPENSATION: For services rendered in 1996 and 1997, Consultant is
hereby granted TWO HUNDRED FIFTY THOUSAND (250,000) COMMON SHARES of
AGT. Such shares are to be issued to Consultant pursuant to a S-8
Registration.
2.0 INDEPENDENT CONTACTOR: AGT and Consultant hereby acknowledge and
agree that the Consultant has acted as an independent contractor for
AGT and that nothing in this Agreement shall be construed to have
created a relationship of employer and employee, principal and
agent, partners or joint venturers between AGT and the Consultant.
3.0 GOVERNING LAW: This Agreement shall be governed by the laws of the
Province of British Columbia and the parties hereto irrevocably
attorn to the jurisdiction of the courts of the Province of British
Columbia.
4.0 NOTICES: All notices to one party to this Agreement by the other
shall be in writing and delivered as set out at the beginning of
this Agreement or to such other address as may be specified by one
party to the other in a notice given in the manner herein provided.
Any notice given in such manner shall be deemed to have been
received by the party to whom it is given on the day of
<PAGE> 2
delivery. Notice may be sent by way of facsimile to the business
offices of a party having a facsimile and such facsimile shall be
deemed to be delivered on the date following the date of
transmission.
5.0 This Agreement constitutes the entire agreement between the parties
hereto and, to be effective, any modification of this Agreement must
be in writing and singed by the party to be charged thereby.
IN WITNESS WHEREOF the parties hereto have executed this Letter Agreement
effective as of the day and date first above written.
CONSULTANT ADVANCED GAMING TECHNOLOGY, INC.
/s/ DR. R. KENNETH LANDOW [SIG]
- --------------------------------- -----------------------------------------
Dr. R. Kenneth Landow Authorized Signatory
(The remainder of this page has purposely been left blank).
- 2 -
<PAGE> 1
EXHIBIT 10.3
[ADVANCED GAMING TECHNOLOGY LETTERHEAD]
CONSULTING AGREEMENT
dated the 14th day of January 1998
BETWEEN: ADVANCED GAMING TECHNOLOGY, INC. of
PO Box 1610, Suite 2482 - 650 West Georgia Street
Vancouver, BC, Canada, V6B 4N9
hereinafter called "Company"
AND: USIS INTERNATIONAL CAPITAL CORPORATION
5 Ari Drive
Wesley Hills, New York 10901
hereinafter called "Consultant"
WHEREAS, the Company wishes to retain the services of Consultant to act on the
Company's behalf with respect to public relations and financial market advisory
services, Consultant will, as required, advise and assist the Company in the
financial markets;
AND WHEREAS, the Company has previously granted Consultant:
(a) an Option Agreement, dated for reference the 30th day of July 1996
and subsequently amended, May 5, 1997, November 3, 1997, December 3,
1997, and, January 7, 1998, collectively referred to as Agreements
and attached hereto as Schedule A; and
(b) a Performance Stock Option dated for reference the 14th day of
January 1998 and attached hereto as Schedule B,
the Company and the Consultant now hereby wish to amend the Agreements and
replace same with this Consulting Agreement whereby, upon execution of this
Consulting Agreement the Schedule A and B Agreements shall be of no further
force or effect and the only binding agreement between the parties shall be this
Consulting Agreement.
NOW THEREFORE this Agreement witnesses that in consideration of mutual covenants
and agreements hereinafter contained, the Parties hereto agree as follows:
1.0 TERM: The term of this Agreement is for a period of One Year (Term)
and expires on the 29TH DAY OF JANUARY 1999.
<PAGE> 2
2.0 COMPENSATION:
In lieu of compensation for Consultant's services rendered July 1996
to December 1997, the Consultant is hereby granted Five Hundred
Thousand (500,000) common shares, issued pursuant to a S-8
Registration, and subject to Securities and Exchange Commission
Rules and Regulations.
In lieu of compensation for Consultant's services for the Term of
this Agreement, Consultant is hereby granted a Stock Option (Option)
to purchase One Million (1,000,000) common shares exerciseable at a
price of US $0.05 per share. Consultants rights to exercise OPTIONS
WILL EXPIRE ON THE 29TH DAY OF JANUARY 1999.
The right to take up shares pursuant to the Option herein granted is
exercisable by notice in writing to the Company accompanied by a
certified cheque in favour of the Company for the full amount of the
purchase price of the shares being therein purchased. When such
payment is received, the Company covenants and agrees to issue and
deliver to the Consultant, share certificates in the name of the
Consultant for the number of shares so purchased. Shares will be
issued pursuant to a S-8 registration and are subject to Securities
and Exchange Commission Rules and Regulations.
3.0 INDEPENDENT CONTACTOR: The Company and Consultant hereby acknowledge
and agree that the Consultant shall act as an independent contractor
for the Company and that nothing in this Agreement shall be
construed to have created a relationship of employer and employee,
principal and agent, partners or joint venturers between the Company
and the Consultant.
4.0 CONFIDENTIALITY: The Consultant undertakes to exercise all such
confidentiality agreements as may be appropriate in acting as a
Consultant to the Company.
5.0 The Consultant hereby agrees to communicate with an Officer or
Director of the Company on a weekly basis, and provide a report on
the services performed on behalf of the Company.
6.0 The Company hereby agrees to file a S-8 Registration Statement, and
to pay all costs of such filing.
6.0 GOVERNING LAW: This Agreement shall be governed by the laws of the
Province of British Columbia and the parties hereto irrevocably
attorn to the jurisdiction of the courts of the Province of British
Columbia.
7.0 NOTICES: All notices to one party to this Agreement by the other
shall be in writing and delivered as set out at the beginning of
this Agreement or to such other address as may be specified by one
party to the other in a notice given in the manner herein provided.
Any notice given in such manner shall be deemed to have been
received by the party to whom it is given on the day of delivery.
Notice may be sent by way of facsimile to the business offices of a
party having a facsimile and such facsimile shall be deemed to be
delivered on the date following the date of transmission.
- 2 -
<PAGE> 3
8.0 This Agreement constitutes the entire agreement between the parties
hereto and, to be effective, any modification of this Agreement must
be in writing and signed by the party to be charged thereby.
IN WITNESS WHEREOF the parties hereto have executed this Consulting Agreement as
of the day and date first above written.
CONSULTANT ADVANCED GAMING TECHNOLOGY, INC.
/s/ MARK B. LAVI /s/ BOB MACKAY
- -------------------------------------- ---------------------------------
USIS International Capital Corporation Authorized Signatory
Authorized Signatory
(The remainder of this page has purposely been left blank).
- 3 -
<PAGE> 1
EXHIBIT 10.4
[ADVANCED GAMING TECHNOLOGY LETTERHEAD]
February 6, 1998
Stephen Dadson
Suite 1320 1090 West Georgia Street
Vancouver, B.C. V6E 3E7
RE: CONSULTING SERVICES 1995 - 1996
Dear Steve:
Pursuant to our meeting today, this is to confirm that you have
reached an with Advanced Gaming Technology, Inc regarding the above. We have
agreed on a discounted total billing of $150,000 Canadian. Also due to the
current financial constraints of Advanced Gaming, you have agreed to settle this
account with stock issued. Further, based on an agreed issue price of $0.15 this
equates to 736,323 shares.
These shares will be issued pursuant to an S-8 registration.
Thank you for your understanding and agreement on this matter. Please
acknowledge your agreement in this regard, and return to me.
Thank you
/s/ DONALD ROBERT MACKAY
Donald Robert MacKay
Chief Financial Officer
/s/ STEPHEN DADSON
Agreed
Stephen Dadson
<PAGE> 1
EXHIBIT 10.5
[ADVANCED GAMING TECHNOLOGY LETTERHEAD]
February 11, 1998
Mr. Robert L. Hunziker
48 Brooks Avenue
Venice, California
Dear Bob:
RE: COMPENSATION 1996/1997
Further to our recent meeting, in reference to your compensation for the period
29 February 1996 to 30 April 1997.
This will confirm, that during this period total compensation earned by you was
US $75,000.00 (US $60,000.00 per annum) and was payable in cash, or common
stock, based on the ten (10) trading days average prior to the date compensation
shares became due and owing. You were paid $45,000.00 in cash, with the balance
by the issuance of 83,014 common shares. At the time you were issued common
stock as compensation, the stock value ranged in price from a low of $0.545, to
a high of $1.296 per share. Comparing the value of the stock today compared to
the time of issuance, there is a shortfall in compensation earned in the amount
of $17,548.00.
It has been approved by the Board of Directors that you be compensated for the
shortfall of US $17,548.00 by the issuance of 140,384 common shares (US
$17,548.00/US $0.125 the closing price of the stock on February 6, 1998). Upon
issuance of these shares, compensation earned during 1996 / 1997 has been paid
in full, and Advanced Gaming Technology, Inc. has no further obligation to you
with respect to this matter.
I trust you find the foregoing to satisfactory. Please acknowledge the foregoing
by signing at the bottom of this page.
Regards,
ADVANCED GAMING TECHNOLOGY, INC.
/s/ ROBERT C. SILZER, SR.
Robert C. Silzer, Sr.
Chairman of the Board
I, ROBERT L. HUNZIKER, hereby acknowledge and confirm that upon the issuance of
140,384 common shares, compensation earned during the period 1996 / 1997 will be
paid in full and Advanced Gaming Technology, Inc. has no further obligations in
this regard.
2-12-98 /s/ ROBERT L. HUNZIKER
- ---------------------- ----------------------------------------------
DATE ROBERT L. HUNZIKER
<PAGE> 1
EXHIBIT 10.6
[ADVANCED GAMING TECHNOLOGY LETTERHEAD]
CONSULTING AGREEMENT
dated the 29th day of January 1998
BETWEEN: ADVANCED GAMING TECHNOLOGY, INC. of
PO Box 1610, Suite 2482 - 650 West Georgia Street
Vancouver, BC, Canada, V6B 4N9
hereinafter called "Company"
AND: PAUL LOVITO of
10100 West Sample Road, Suite 401
Coral Spring, Florida 33065
hereinafter called "Consultant"
WHEREAS, the Company wishes to retain the services of Consultant to act on the
Company's behalf with respect to public relations and financial market advisory
services, and, as required, advise and assist the Company in the financial
markets;
AND WHEREAS, Consultant hereby consents and agrees to consult, advise and assist
the Company with respect to public relations and financial market advisory
services,
NOW THEREFORE this Agreement witnesses that in consideration of mutual covenants
and agreements hereinafter contained, the Parties hereto agree as follows:
1.0 TERM: The term of this Agreement, subject to 2.0(b) and 2.0(c), is
for a period up to six (6) months (Term), however, it is hereby
agreed to between the Parties that, upon request of the Company,
Consultant will, on a best efforts basis, assist the Company for an
additional period of six months after expiry of the Term.
2.0 COMPENSATION: By way of compensation for the Consultant's services,
the Company shall grant the Consultant Stock Options (Options) to
purchase up to a total of One Million (1,000,000) common shares of
the Company on the following terms and conditions:
(a) Upon execution of this Consulting Agreement, 300,000
shares exerciseable at a price of US $0.03 per share;
(b) Commencing the first day of the third month of the Term,
should the Company, at its sole discretion, enter into a
letter of engagement with the Consultant for services to
be provided to the Company for the third and the fourth
month of the Term, the Consultant shall be granted
additional options to purchase a further 300,000 common
shares of the Company at a purchase price of $0.05 per
share;
<PAGE> 2
(c) Commencing the first day of the fourth month of the Term
and continuing to the end of the Term, should the
Company at its sole discretion, extend the term of the
letter of engagement as called for under 2.0(b), the
Consultant shall be granted an option to purchase
400,000 additional common shares of the Company at a
purchase price of $0.10 per share.
EXERCISE OF OPTIONS: The right to take up shares pursuant to the
Option herein granted is exercisable by notice in writing to the
Company accompanied by a certified cheque in favour of the Company
for the full amount of the purchase price of the shares being
therein purchased. When such payment is received, the Company
covenants and agrees to issue and deliver to the Consultant, share
certificates in the name of the Consultant for the number of shares
so purchased. Shares will be issued pursuant to a S-8 registration
and are subject to Securities and Exchange Commission Rules and
Regulations.
EXPIRE: Options granted under Clause 2.0 above will expire on the
29TH DAY OF JANUARY 1999.
3.0 INDEPENDENT CONTACTOR: The Company and Consultant hereby acknowledge
and agree that the Consultant shall act as an independent contractor
for the Company and that nothing in this Agreement shall be
construed to have created a relationship of employer and employee,
principal and agent, partners or joint venturers between the Company
and the Consultant.
4.0 CONFIDENTIALITY: The Consultant undertakes to exercise all such
confidentiality agreements as may be appropriate in acting as a
Consultant to the Company.
5.0 The Consultant hereby agrees to communicate with an Officer or
Director of the Company on a weekly basis, and provide a report on
the services performed on behalf of the Company.
6.0 The Company hereby agrees to file a S-8 Registration Statement, and
to pay all costs of such filing.
6.0 GOVERNING LAW: This Agreement shall be governed by the laws of the
Province of British Columbia and the parties hereto irrevocably
attorn to the jurisdiction of the courts of the Province of British
Columbia.
7.0 NOTICES: All notices to one party to this Agreement by the other
shall be in writing and delivered as set out at the beginning of
this Agreement or to such other address as may be specified by one
party to the other in a notice given in the manner herein provided.
Any notice given in such manner shall be deemed to have been
received by the party to whom it is given on the day of delivery.
Notice may be sent by way of facsimile to the business offices of a
party having a facsimile and such facsimile shall be deemed to be
delivered on the date following the date of transmission.
8.0 This Agreement constitutes the entire agreement between the parties
hereto and, to be effective, any modification of this Agreement must
be in writing and signed by the party to be charged thereby.
- 2 -
<PAGE> 3
IN WITNESS WHEREOF the parties hereto have executed this Consulting Agreement as
of the day and date first above written.
CONSULTANT ADVANCED GAMING TECHNOLOGY, INC.
/s/ PAUL LOVITO /s/ BOB MACKAY
- -------------------------------------- ---------------------------------
Paul Lovito Authorized Signatory
(The remainder of this page has purposely been left blank).
- 3 -
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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 R. Kenneth Landow, USIS
International Capital Corporation, Paul Livoto, Stephen Dadson and Robert
Hunziker 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, as
amended.
/s/ ROBISON HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
February 24, 1997
