<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLIANCE GAMING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 88-0104066
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
4380 BOULDER HIGHWAY, LAS VEGAS, NEVADA 89121
(702) 435-4200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN W. ALDERFER
CHIEF FINANCIAL OFFICER
4380 BOULDER HIGHWAY
LAS VEGAS, NEVADA 89121
(702) 435-4200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
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<S> <C>
LAWRENCE LEDERMAN, Esq. NICHOLAS P. SAGGESE, Esq.
ARNOLD B. PEINADO, III, Esq. Skadden, Arps, Slate, Meagher & Flom
Milbank, Tweed, Hadley & McCloy 300 South Grand Avenue
1 Chase Manhattan Plaza Los Angeles, California 90071
New York, New York 10005 (213) 687-5000
(212) 530-5000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If the registrant elects to deliver its latest annual report to
security-holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-02145
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration number for
the same offering. / / __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER UNIT (1)(2) PRICE (1)(2) FEE (1)
<S> <C> <C> <C> <C>
15% Non-Voting Senior Pay-in-Kind Special Stock,
Series B......................................... $16,000,000 75% $12,000,000 $4,138
<FN>
(1) Includes $750,000 subject to the Underwriters' over-allotment option and
$6,250,000 representing the maximum number of shares of 15% Non-Voting
Senior Pay-in-Kind Special Stock, Series B, that may be issued as dividends
on outstanding shares of such stock pursuant to its pay-in-kind feature.
(2) Estimated solely for purposes of calculating the registration fee.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Alliance Gaming
Corporation with the Securities and Exchange Commission (Registration No.
333-02145) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alliance Gaming
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
registration statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 14, 1996.
ALLIANCE GAMING CORPORATION
By: /s/ JOHN W. ALDERFER*
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Name: John W. Alderfer
Title: Senior Vice President--Finance and
Administration, Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
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<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------- ----------------------
Chairman of the Board of
/s/ STEVE GREATHOUSE* Directors, President and Chief
------------------------------------------- Executive Officer (Principal June 14, 1996
Steve Greathouse Executive Officer)
Senior Vice President-Finance and
/s/ JOHN W. ALDERFER* Administration, Chief Financial
------------------------------------------- Officer and Treasurer (Principal June 14, 1996
John W. Alderfer Financial and Accounting
Officer)
/s/ ANTHONY DICESARE
------------------------------------------- Director and Executive Vice June 14, 1996
Anthony DiCesare President-Development
------------------------------------------- Director (Vice Chairman of the June 14, 1996
Dr. Craig Fields Board)
/s/ JOEL KIRSCHBAUM*
------------------------------------------- Director June 14, 1996
Joel Kirschbaum
</TABLE>
<PAGE>
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<C> <S> <C>
/s/ ALFRED H. WILMS*
------------------------------------------- Director June 14, 1996
Alfred H. Wilms
/s/ DAVID ROBBINS*
------------------------------------------- Director June 14, 1996
David Robbins
*By: /s/ ANTHONY DICESARE
-----------------------------------------
Anthony DiCesare
as attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <C> <S>
*5.1 -- Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey as to legality of the Preferred Stock being
registered.
*8 -- Opinion of Milbank, Tweed, Hadley & McCloy.
*23.1 -- Consent of KPMG Peat Marwick LLP.
*23.2 -- Consent of Coopers & Lybrand L.L.P.
*23.3 -- Consent of Schreck, Jones, Bernhard, Woloson and Godfrey (included in its opinion filed as Exhibit
5).
*23.4 -- Consent of Milbank, Tweed, Hadley & McCloy (included in its opinion filed as Exhibit 8).
</TABLE>
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* Filed herewith.
<PAGE>
June 14, 1996
Alliance Gaming Corporation
4380 Boulder Highway
Las Vegas, Nevada 89121
RE: ALLIANCE GAMING CORPORATION
REGISTRATION STATEMENT ON FORM S-2
Dear Ladies and Gentlemen:
We refer to the Registration Statement and all amendments thereto (the
"Registration Statement") of Alliance Gaming Corporation, a Nevada
corporation ("Alliance"), on Form S-2, filed by Alliance with the Securities
and Exchange Commission in order to register under the Securities Act of
1933, as amended (the "Act"), a total of $5,750,000 of Alliance's 15%
Non-Voting Senior Pay-in-Kind Special Stock, Series B, $0.10 par value (the
"Preferred Stock"), plus dividends thereon.
In rendering the opinions hereinafter expressed, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals, of all such records, agreements and
other instruments, certificates of public officials, certificates of officers
and representatives of Alliance, and such other documents as we have deemed
necessary, as a basis for the opinions expressed below, including without
limitation the Registration Statement. Capitalized terms used but not defined
herein shall have the meaning ascribed thereto in the Prospectus contained
in the Registration Statement.
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the
parties thereto has duly and validly executed and delivered each instrument,
document, and agreement to which such party is a signatory, and such party's
obligations set forth therein are its legal, valid, and binding obligations,
enforceable in accordance with their respective terms, (ii) each natural
person executing any such instrument, document, or agreement is legally
competent to do so, (iii) all documents submitted to us as originals are
authentic, the signatures on all documents that we examined are genuine, and
all documents submitted to us as certified, conformed, photostatic or
facsimile copies conform to the original document, (iv) all corporate records
made available to us by Alliance and all public records
<PAGE>
Alliance Gaming Corporation
June 14, 1996
Page 2
reviewed are accurate and complete, (v) the conditions to the offering of the
Preferred Stock set forth in the Registration Statement shall have been
fulfilled, including the obtaining of all required stockholder and gaming
approvals, and (vi) prior to the issuance of the Preferred Stock, the
Certificate of Designations, Preferences and Relative, Participating, Optional
and Other Special Rights of Special Stock and Qualifications, Limitations and
Restrictions of the Preferred Stock will be approved by the Board of Directors
and filed with the Nevada Secretary of State in accordance with Nevada Revised
Statutes Sections 78.195 and 78.1955. As to various questions of fact material
to such opinions, we have, when relevant facts were not independently
established, relied upon certificates of officers of Alliance and other
appropriate persons.
Based upon the foregoing, and having regard to legal considerations we
deem relevant, we are of the opinion that when the shares of Preferred Stock
have been registered under the Act and issued and sold in the manner referred
to in the Registration Statement, such shares will be legally issued, fully
paid and nonassessable.
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and
we do not purport to be experts on, or to express any opinion herein
concerning, or to assume any responsibility as to the applicability to or the
effect on any of the matters covered herein of, any laws other than the laws
of the State of Nevada. We express no opinion concerning, and we assume no
responsibility as to laws or judicial decisions related to, or any orders,
consents or other authorizations or approvals as may be required by, any
federal law, including any federal securities law, or any state securities or
blue sky laws.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Yours very truly,
SCHRECK, JONES, BERNHARD,
WOLOSON & GODFREY
/s/ Schreck, Jones, Bernhard,
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Woloson & Godfrey
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<PAGE>
June 14, 1996
Alliance Gaming Corporation
4380 Boulder Highway
Las Vegas, NV 89121
Re: Federal Income Tax Considerations
Relating to the Preferred Stock
---------------------------------
Dear Sirs:
We have acted as counsel to Alliance Gaming Corporation ("Alliance")
in connection with the proposed offering of $20 Million of its 15% Non-Voting
Senior Pay-In-Kind Special Stock, Series B, as described in Alliance's
Registration Statement on Form S-2 (the "Registration Statement"), filed on this
date with the Securities and Exchange Commission, and any amendments and
supplements thereto. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us under the
headings "Material Federal Income Tax Consequences To Holders of Preferred
Stock" in the prospectus contained in the Registration Statement.
In rendering our opinion, we have examined and are familiar with
originals or copies, certified or otherwise
<PAGE>
2 June 14, 1996
identified to our satisfaction, of such documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies. As
to any facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of Alliance.
Subject to the assumptions, qualifications and comments in this
letter, we are of the opinion that the statements in the prospectus contained in
the Registration Statement with respect to United States Federal income taxation
under the heading "Material Federal Income Tax Consequences To Holders of
Preferred Stock," to the extent they constitute matters of law or legal
conclusions, are correct in all material respects.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alliance Gaming Corp.:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the registration statement. As noted
under the captions "Forecast of Operations" and "Experts", KPMG Peat Marwick LLP
has not examined the Forecast presented under "Forecast of Operations" and,
accordingly we do not express an opinion or any other form of assurance with
respect thereto.
KPMG PEAT MARWICK LLP
Las Vegas, Nevada
June 14, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-2 of
our report, dated February 13, 1996, on our audits of the consolidated financial
statements of Bally Gaming International, Inc. We also consent to the reference
to our firm under the caption "Experts." As noted under the captions "Forecast
of Operations" and "Experts," Coopers & Lybrand L.L.P. neither examined nor
compiled nor had any other involvement with the preparation of the accompanying
prospective financial information included in this registration statement and,
accordingly, we do not express an opinion or any other form of assurance with
respect thereto, nor do we assume any responsibility for such prospective
financial information.
COOPERS & LYBRAND L.L.P.
Las Vegas, Nevada
June 14, 1996
