<PAGE> 1
As filed with the Securities and Exchange Commission on July 30, 1998
Registration No. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
MGC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
---------------
Nevada 88-0360042
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3301 N. BUFFALO DR.
LAS VEGAS, NEVADA 89129
(Address, including zip code,
of registrant's principal executive offices)
MGC COMMUNICATIONS, INC. STOCK OPTION PLAN
(Full title of the plan)
KENT F. HEYMAN, ESQ.
3301 N. BUFFALO DRIVE
LAS VEGAS, NEVADA 89129
(702) 310-1000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
---------------
Copies to:
ROBERT B. GOLDBERG, ESQ.
ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C.
SUITE 400
3490 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305
(404) 233-2800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (2) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 2,392,740 $8.56 $20,489,495 $6,044.40
=========================================================================================================================
</TABLE>
(1) Calculated by dividing the proposed maximum aggregate offering price by the
amount to be registered.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is the sum of (i) the product resulting from
multiplying 1,300,620, the number of shares registered by this Registration
Statement as to which there are outstanding options under the MGC
Communications, Inc. Stock Option Plan, by $1.82 per share, the average
exercise price of such options, and (ii) the product resulting from
multiplying 1,092,120, the number of shares registered by this Registration
Statement as to which options may be granted under the MGC Communications,
Inc. Stock Option Plan, by $16.59, the average of the high and low sales
prices of the Common Stock as reported on the NASDAQ Stock Market on July
24, 1998.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Item 1: Plan Information *
Item 2: Registrant Information and Employee Plan Annual Information *
Item 3: Incorporation of Documents by Reference 3
Item 4: Description of Securities 3
Item 5: Interests of Named Experts and Counsel 3
Item 6: Indemnification of Directors and Officers 3
Item 7: Exemption From Registration Claimed 4
Item 8: Exhibits 4
Item 9: Undertakings 4
</TABLE>
* Separately given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a
document which does not constitute a part of this Registration Statement
but which shall, together with the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II hereof,
constitute a prospectus under Section 10(a) of the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1: PLAN INFORMATION
Omitted.
ITEM 2: REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Omitted.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by MGC Communications, Inc. (the
"Company") with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31,1998.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated April 21, 1998, and in
that certain Registration Statement on Form S-1 (No. 333-49085)
registering shares of the Company's Common Stock under the
Securities Act of 1933, as amended, filed with the Commission.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been passed on
for the Company by Ellis, Funk, Goldberg, Labovitz & Dokson, P.C., Atlanta,
Georgia. Certain shareholders of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
own 37,800 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended Articles of Incorporation provide that directors
of the Company will not be personally liable for monetary damages to the
Company for certain breaches of their fiduciary duty as directors to the
fullest extent allowable by Nevada law. Under current Nevada law, directors
would remain liable for: (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, and (ii) approval of certain
illegal dividends or redemptions. In appropriate circumstances, equitable
remedies or nonmonetary relief, such as an injunction, will remain available to
a stockholder seeking redress from any such violation. In addition, the
provision applies only to claims against a director arising out of his role as
a director and not in any other capacity (such as an officer or employee of the
Company).
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<PAGE> 4
The Company also has the obligation, pursuant to the Company's
By-laws, to indemnify any director or officer of the Company for all expenses
incurred by them in connection with any legal action brought or threatened
against such person for or on account of any action or omission alleged to have
been committed while acting in the course and scope of the person's duties, if
the person acted in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to criminal actions, had no reasonable cause to believe the person's
conduct was unlawful, provided that such indemnification is made pursuant to
then existing provisions of Nevada General Corporation Law at the time of any
such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
4.1 -- MGC Communications, Inc. Stock Option Plan. Incorporated by reference to the
Registrant's Registration Statement on Form S-4 (File No. 333-38875) previously filed with
the Commission.
4.2 -- Form of Stock Option Agreement under Stock Option Plan.
5 -- Opinion of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. (included in Exhibit 5).
24 -- Power of Attorney (included on signature page).
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
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<PAGE> 5
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
Section 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 Exchange 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada on the 19th day of
June, 1998.
MGC COMMUNICATIONS, INC.
By: /s/ Nield J. Montgomery
--------------------------
Nield J. Montgomery
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints MAURICE J. GALLAGHER, JR. and NIELD J.
MONTGOMERY, and either of them (with full power in each to act alone), his true
and lawful attorneys-in-fact, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<S> <C> <C>
/s/ Nield J. Montogmery President (principal June 19, 1998
- -------------------------------------------- executive officer) and Director
Nield J. Montgomery
/s/ Linda M. Sunbury Vice President June 19, 1998
- -------------------------------------------- (principal financial and
Linda M. Sunbury accounting officer)
/s/ Maurice J. Gallagher, Jr. Chairman of the Board June 19, 1998
- -------------------------------------------- and Director
Maurice J. Gallagher, Jr.
</TABLE>
[SIGNATURES CONTINUED ON NEXT PAGE]
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<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Timothy P. Flynn Director June 19, 1998
- --------------------------------------------
Timothy P. Flynn
/s/ Jack L. Hancock Director June 19, 1998
- --------------------------------------------
Jack L. Hancock
/s/ David Kronfeld Director June 19, 1998
- --------------------------------------------
David Kronfeld
/s/ Thomas Neustaetter Director June 19, 1998
- --------------------------------------------
Thomas Neustaetter
</TABLE>
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<PAGE> 1
EXHIBIT 4.2
MGC COMMUNICATIONS, INC.
SHARE OPTION AGREEMENT
THIS SHARE OPTION AGREEMENT (the "Agreement") is made and entered
into as of DATE between MGC Communications, Inc., a Nevada corporation (the
"Company") and EMPLOYEE NAME the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. SHARE OPTION PLAN. The exercise of the Options granted under this
Agreement shall be subject to the terms, conditions and restrictions of the MGC
Communications, Inc. Stock Option Plan (the "Plan") as adopted by the Company on
June 30, 1996. A copy of the Plan is available to Optionee upon request and is
incorporated in this Agreement by this reference. Terms used in this Agreement
that are defined in the Plan shall have the same meaning as in the Plan, unless
the text of this Agreement clearly indicates otherwise.
2. GRANT OF OPTION.
A. The Company hereby grants to Optionee pursuant to the Plan an option
(the "Option") to purchase all or any part of NUMBER (#####) SHARES (the "Option
Shares") of the Company's Common Stock on the terms and conditions set forth
herein and in the Plan.
B. The options granted under this Agreement shall constitute incentive
stock options.
3. EXERCISE PRICE. The exercise price (the "Exercise Price") for each
Share covered by this Option shall be NUMBER DOLLARS AND NUMBER CENTS ($##.##)
per Share.
4. ADJUSTMENT OF OPTIONS. The Committee shall adjust the number of
Option Shares and the Exercise Price thereof in certain circumstances in
accordance with the provisions of Item 11 of the Plan.
5. EXERCISE OF OPTIONS.
A. Exercise of Option. Subject to the other terms of this Agreement,
Optionee's right to exercise the Option granted hereunder shall be subject to
the following Vesting Schedule wherein Optionee shall be entitled to exercise
his right to purchase the Option Shares at any point in time during this
Agreement only to the extent indicated below:
VESTING SCHEDULE
<TABLE>
<CAPTION>
Date Number of Option Shares First Becoming Vested
---- ---------------------------------------------
<S> <C>
MONTH 1, 1999 ###
MONTH 1, 2000 ###
MONTH 1, 2001 ###
MONTH 1, 2002 ###
MONTH 1, 2003 ###
</TABLE>
<PAGE> 2
B. Partial Exercise. Subject to the terms of the Plan, this Option (to
the extent vested as provided in Paragraph 5A above) may be exercised for all or
any part of the Option Shares.
C. Method of Exercising Option. Subject to Paragraph 5A above, any
Option granted hereunder or any portion thereof may be exercised by the Optionee
by delivering to the Company at its main office (attention of its Secretary)
written notice which shall set forth the Optionee's election to exercise a
portion or all of his Options, the number of Shares with respect to which the
Option rights are being exercised and such other representations and agreements
as may be required by the Company to comply with applicable securities laws and
by paying in full the purchase price of the Shares purchased in cash or its
equivalent or, subject to the approval of the Committee, pursuant to one of the
alternative methods set forth in Paragraph 10B of the Plan.
D. Nonassignability of Option. The Option shall not be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. Any distributee by will or by the laws of descent and distribution
shall be bound by the provisions of the Plan and this Agreement. During the life
of the Optionee, the Option shall be exercisable only by the Optionee. Any
attempt to assign, pledge, transfer, hypothecate or otherwise dispose of the
Option, and any levy of execution, attachment or similar process on the Option,
shall be null and void.
E. Termination. If Optionee ceases to be an employee of the Company and
is not otherwise actively involved in the Company's business (referred to herein
as a "termination") which termination arises for any reason whatsoever
(including death or disability), then the Option shall be exercisable only to
the extent exercisable on the date of such termination and must be exercised on
or before the date that is thirty (30) days following the date of such
termination. To the extent any portion of the Option is not exercisable on the
date of such termination, such portion of the Option shall terminate on the date
of such termination. To the extent any portion of the Option is not exercised
within the time period provided, such portion of the Option shall terminate as
of the date of expiration of such time period. Nothing in the Plan shall be
construed as imposing any obligation on the Company to continue Optionee's
employment with the Company or shall interfere with or restrict in any way the
rights of the Company to terminate Optionee's employment at any time for any
reason whatsoever, with or without cause.
F. Period to Exercise Option. The Option granted hereunder may, prior
to its expiration or termination, be exercised from time to time, in whole or in
part, up to the total number of Option Shares with respect to which it shall
have then become exercisable. An Option granted hereunder may become exercisable
in installments as determined by the Committee; provided, however, that if the
Option is exercisable in more than one installment, and if Optionee is
terminated, then the Option (or such portion thereof as shall be exercisable in
accordance with the terms of this Agreement) shall be exercisable during the
period set forth in Paragraph E.
G. No Exercise after Ten Years. The Option shall in no event be
exercisable after ten (10) years from the date hereof.
H. Issuance of Share Certificates Upon Exercise. Subject to the
provisions of Item 6 of this Agreement, upon receipt of the Exercise Price for
any Option Shares, the Company will issue to Optionee Shares equal to the number
of such Option Shares; provided, however, that no share certificate shall be
issued to the Optionee pursuant to the exercise of any Option granted herein, in
whole or in part, unless and until the Option Shares have been registered in
accordance with the rules of the SEC or Optionee signs an Investment Letter in a
form provided by the Company.
<PAGE> 3
6. RESTRICTION ON ISSUANCE OF SHARES; OPTIONEE'S REPRESENTATIONS.
A. Securities Laws - Restrictions on Issuance of Shares. No Shares
shall be issued or sold upon the exercise of any portion of the Option unless
and until (i) the full amount of the Exercise Price has been paid as provided in
Item 5C hereof, and (ii) the then applicable requirements of the Securities Act
of 1933, and the applicable securities laws of any state, the rules and
regulations of the Securities and Exchange Commission and any other regulations
of any securities exchange on which the Shares may be listed, shall have been
fully complied with and satisfied.
B. Purchase for Investment; Other Representations of Optionee. In the
event the offering of Shares with respect to which the Option is being exercised
is not registered under the Securities Act of 1933, but an exemption is
available which requires an investment representation or other representation,
the Optionee shall, as a condition to exercise of this Option, be required to
execute such documents as may be necessary or advisable in the opinion of
counsel for the Company to comply with any federal securities laws or any
applicable state securities laws. Share certificates evidencing such
unregistered Shares acquired upon exercise of the Option shall bear a
restrictive legend in substantially the following form and such other
restrictive legends as are required or advisable under the provisions of any
applicable laws:
This share certificate and the Shares represented hereby have not been
registered under the Securities Act of 1933, as amended (the "Act") nor
under the securities laws of any state and shall not be transferred at
any time in the absence of (i) an effective registration statement
under the Act and any other applicable state law with respect to such
Shares at such time; or (ii) an opinion of counsel satisfactory to the
Company and its counsel to the effect that such transfer at such time
will not violate the Act or any applicable state securities laws; or
(iii) a "no action" letter from the Securities and Exchange Commission
and a comparable ruling from any applicable state agency with respect
to such state's securities laws.
C. Holding Period Before Sale of Option Shares. If the Optionee is an
insider subject to the SEC's rules under Section 16(b) of the Securities and
Exchange Act of 1934, then the Optionee shall be restricted from selling any
Option Shares acquired by him through exercise of the Options or any portion
thereof during the six (6) month period following the date of grant of the
Option.
7. NO RIGHTS AS A STOCKHOLDER. The Optionee shall not have any rights
as a stockholder with respect to any Option Shares covered by the Option granted
hereunder until the issuance of a share certificate for such Shares. No
adjustment shall be made on the issuance of a share certificate to the Optionee
as to any distributions or other rights for which the record date occurred prior
to the date of issuance of such certificate.
8. BINDING EFFECT. This Agreement shall be binding upon the executors,
administrators, heirs, legal representatives and successors of the parties
hereto.
9. NO EMPLOYMENT RIGHTS. This Agreement shall not confer upon Optionee
any right with respect to the continuance of employment by the Company, nor
shall it interfere in any way with the right of the Company to terminate such
employment at any time.
10. GOVERNING LAW. This Share Option Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
<PAGE> 4
11. NOTICES. All notices and other communications under this Agreement
shall be in writing, and shall be deemed to have been duly given on the date of
delivery if delivered personally or three days after being mailed to the party
to whom notice is to be given, by certified mail, return receipt requested,
postage prepaid, and addressed as follows, until any such address is changed by
notice duly given:
To Optionee at: The address indicated below Optionee's signature
To Company at: MGC Communications, Inc.
3301 N. Buffalo Drive
Las Vegas, Nevada 89129
Attn.: Corporate Secretary
12. ENFORCEMENT. If any portion of this Agreement shall be determined
to be invalid or unenforceable, the remainder shall be valid and enforceable to
the extent possible.
IN WITNESS WHEREOF, this Agreement has been duly executed on the date
first above written.
OPTIONEE: MGC COMMUNICATIONS, INC.
Signature ------------------------ By: ---------------------------
Name: ---------------------------- Title: President
Address: ------------------------- (SEAL)
- ----------------------------------
- ----------------------------------
<PAGE> 1
ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C.
ATTORNEYS AT LAW
ONE SECURITIES CENTRE
SUITE 400
3490 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
404-233-2800
FACSIMILE 404-233-2188
July 28, 1998
EXHIBIT 5
MGC Communications, Inc.
3301 N. Buffalo Drive
Las Vegas, NV 89129
Re: MGC Communications, Inc. Registration Statement on Form S-8
Gentlemen:
At your request we have examined the Registration Statement on Form
S-8 filed by MGC Communications, Inc. (the "Company"), a Nevada corporation,
with the Securities and Exchange Commission with respect to the registration
under the Securities Act of 1933, as amended, of 2,392,740 shares of Common
Stock, $.001 par value per share, of the Company (the "Common Stock") issuable
by the Company upon the exercise of options that have been granted or may be
granted under the Company's Stock Option Plan (the "Option Plan").
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials, officers of the
Company and other instruments relating to the authorization and issuance of the
Common Stock as we deemed relevant or necessary for the opinion herein
expressed.
Upon the basis of the foregoing, it is our opinion that the Common
Stock to be issued and sold by the Company under the Option Plan will be, upon
exercise of the options in accordance with the terms of the Option Plan
(including payment by the optionee of the option exercise price) and issuance
of shares by the Company, legally issued, fully-paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the
"Legal" section of the Registration Statement, including the Prospectus
constituting a part thereof, and any amendments thereto.
Yours truly,
ELLIS, FUNK, GOLDBERG, LABOVITZ
& DOKSON, P.C.
By: /s/ Robert B. Goldberg
----------------------------
Robert B. Goldberg
<PAGE> 1
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 4, 1998
included in MGC Communications, Inc.'s Form 10-K for the year ended December
31, 1997 and Form S-1 (No. 333-49085) and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
July 27, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
MGC Communications, Inc.
We consent to the use of our report incorporated herein by reference dated
August 18, 1997 for the year ended December 31, 1996 included in this
registration statement.
/s/ KPMG Peat Marwick LLP
Las Vegas, Nevada
July 27, 1998
