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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1999,
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LAKES GAMING, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-1913991
(IRS Employer Identification No.)
130 CHESHIRE LANE
MINNETONKA, MN 55305
(Address of principal executive offices)
LAKES GAMING, INC.
ASSUMED STOCK OPTION PLAN
(Full title of Plan)
TIMOTHY J. COPE
CHIEF FINANCIAL OFFICER
LAKES GAMING, INC.
130 CHESHIRE LANE
MINNETONKA, MN 55305
(Name and address of agent for service)
(612 ) 449-9092
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
NEIL P. AYOTTE, ESQ.
MASLON EDELMAN BORMAN & BRAND, LLP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (1)(2) OFFERING PRICE (2) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01 941,735 $9.75 $9,181,916 $2,552.57
par value per share) Shares
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and
low prices of the Common Stock on NASDAQ on April 28, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999;
(b) The Registrant's Current Reports on Form 8-K dated December
31, 1998 and filed on January 8, 1999; dated February 2, 1999
and filed on March 16, 1999; and dated April 21, 1999 and
filed on April 23, 1999; and
(c) The description of Common Stock included under the caption
"Description of Registrant's Securities to be Registered" in
its Registration Statement on Form 10, dated October 23, 1998
and incorporating by reference the description of Common Stock
included under the caption "Description of Lakes Capital
Stock" in the Registration Statement of Park Place
Entertainment Corporation on Form S-4, dated August 14, 1998
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant 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 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 in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
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ITEM 8. EXHIBITS.
4(a). Articles of Incorporation of the Company as Amended
(incorporated herein by reference as Exhibit 3.1 to the
Company's Registration Statement on Form 10 (SEC Registration
No. 0-24993), filed on October 23, 1998); and
4(b). Bylaws of the Company (incorporated herein by reference as
Exhibit 3.2 to the Company's Registration Statement on Form 10
(Registration No. 0-24993)).
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23(a). Consent of Arthur Andersen LLP.
23(b). Consent of Maslon Edelman Borman & Brand, LLP (contained in
Exhibit 5).
24. Power of Attorney (contained on page II-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 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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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;
(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
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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 Section 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 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.
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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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 Minneapolis, State of Minnesota, as of April 30, 1999.
LAKES GAMING, INC.
By: /s/ Timothy J. Cope
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Timothy J. Cope
Chief Financial Officer and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Lakes Gaming, Inc. hereby
severally constitute Lyle Berman, Timothy J. Cope and Neil I. Sell and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names, in the capacities indicated below
the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Lakes Gaming, Inc.
to comply with the provisions of the Securities Act of 1933 as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and as of the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATED AS OF
<S> <C> <C>
/s/ Lyle Berman
- ------------------------------ Chairman of the Board April 30, 1999
Lyle Berman and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas J. Brosig
- ------------------------------ President and Director April 30, 1999
Thomas J. Brosig
/s/ Timothy J. Cope
- ------------------------------ Executive Vice President,
Timothy J. Cope Chief Financial Officer and April 30, 1999
Director (Principal Financial
Officer)
/s/ Morris Goldfarb
- ------------------------------ Director April 30, 1999
Morris Goldfarb
/s/ Ronald J. Kramer
- ------------------------------ Director April 30, 1999
Ronald J. Kramer
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ David L. Rogers
- ------------------------------ Director April 30, 1999
David L. Rogers
/s/ Neil I. Sell
- ------------------------------ Director April 30, 1999
Neil I. Sell
/s/ Joel Waller
- ------------------------------ Director April 30, 1999
Joel N. Waller
</TABLE>
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EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23(a). Consent of Arthur Andersen, LLP.
23(b). Consent of Maslon Edelman Borman & Brand, LLP
(contained in Exhibit 5).
24. Power of Attorney (contained on page II -5).
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[MALSON, EDELMAN, BORMAN & BRAND LETTERHEAD]
EXHIBIT 5
April 30, 1999
Lakes Gaming, Inc.
130 Cheshire Lane
Minnetonka, Minnesota 55305
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of Lakes Gaming, Inc. (the "Company") in
connection with a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
relating to an aggregate of 941,735 shares of Common Stock, $.01 par value, to
be issued by the Company (the "Shares"), pursuant to the terms of the Company's
Assumed Stock Option Plan (the "Plan"). Upon examination of such
corporate documents and records as we have deemed necessary or advisable for the
purposes hereof, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Plan,
and when delivered against payment thereof in the manner contemplated
by the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand, LLP
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EXHIBIT 23(A)
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
February 5, 1999 included in Lakes Gaming, Inc. Form 10-K for the fiscal year
ended January 3, 1999 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
April 26, 1999
