Registration No. ______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
the Securities Act of 1933
_______
Alliance Gaming Corporation
(Exact name of registrant as specified in its charter)
________
Nevada 88-0104066
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6601 South Bermuda Road
Las Vegas, Nevada 89119-3605
(702) 270-7600
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
1991 Incentive Plan
1991 Non-Employee Directors' Option Plan
1994 Non-Employee Directors' Option Plan
(Full Title of the Plans)
Scott D. Schweinfurth
Chief Financial Officer
Alliance Gaming Corporation
6601 South Bermuda Road
Las Vegas, Nevada 89119-3605
(702) 270-7600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Shares to to be Price Per Offering Registration
be Registered Registered Unit (1) Price (1) Fee
Common Stock, $.10
par value 439,950 $3.53 $1,554,206 $470.97
15% Non-Voting Senior
Special Stock, Series B,
$.10 par value 24,600 $100 $2,460,000 $745.45
(1) Estimated solely for the purposes of calculating the registration
fee in accordance with Rule 457(h) based on the average price
at which the options referred to herein may be exercised.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by Alliance Gaming
Corporation (the "Company"), are incorporated by reference:
(a) The Company's Annual Report on Form 10-K, as
amended, for the fiscal year ended June 30, 1996, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1996, pursuant to the
Exchange Act;
(c) The Company's Current Reports on Form 8-K filed on
September 11, 1996 and October 28, 1996, pursuant to the Exchange
Act; and
(d) The description of the common stock of the
Company, $.10 par value (the "Common Stock"), and the 15% Non-
Voting Senior Pay-in-Kind Special Stock, Series B, of the
Company, $.10 par value (the "Special Stock") contained in a
registration statement filed under the Securities Exchange Act of
1933, which is on file with the Commission.
In addition, all documents filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration
Statement and 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 herein by reference and to be a part
hereof from the date of filing such documents with the
Commission.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article VI of the Company's Articles of Incorporation
limits the liability of the Company's directors and officers. It
provides that a director or officer of the Company will not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director or officer,
except for liability (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or
(ii) for the payment of dividends in violation of Section 78.300
of the Nevada General Corporation Law. It also provides that any
repeal or modification of the foregoing provision of the
stockholders of the Company will be prospective only, and will
not adversely affect any limitation on the personal liability of
a director or officer of the Company existing at the time of such
repeal or modification.
Section 78.300 of the Nevada General Corporation Law
provides:
1. The directors of a corporation shall not make
dividends or other distributions to stockholders except as
provided by such section.
2. In case of any willful or grossly negligent
violation of the provisions of such section, the directors
under whose administration the violation occurred, except
those who caused their dissent to be entered upon the
minutes of the meeting of the directors at the time, or who
not then being present caused their dissent to be entered on
learning of such action, are jointly and severally liable,
at any time within 3 years after each violation, to the
corporation, and, in the event of its dissolution or
insolvency, to its creditors at the time of the violation,
or any of them, to the lesser of the full amount of the
dividend made or of any loss sustained by the corporation by
reason of the dividend or other distribution to
stockholders.
However, Section 78.751 of the Nevada General
Corporation Law permits the Registrant to indemnify its directors
and officers as follows:
1. A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative,
except any action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
2. A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction
determines, upon application, that in view of all the
circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any
claim, issue or matter herein, he must be indemnified by the
corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with
the defense.
4. Any indemnification under subsections 1 and 2,
unless offered by a court or advanced pursuant to subsection
5, must be made by the corporation only as authorized in the
specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority
vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding;
(c) If a majority vote of a quorum
consisting of directors who were not parties to the
act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum of directors who were not
parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion.
5. The articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled
to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise
by law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this
registration statement:
4.1 Certificate of Designations, Preferences
and Relative, Participating, Optional and Other
Special Rights of Special Stock and
Qualifications, Limitations and Restrictions
thereof of 15% Non-Voting Senior Pay-in-Kind
Special Stock, Series B, $.10 par value, of
Alliance Gaming Corporation (incorporated by
reference to Exhibit 4.1 of Alliance Gaming
Corporation's Registration Statement No. 333-10011
on Form S-4).
4.2 1991 Incentive Plan of Bally Gaming
International, Inc. (incorporated by reference to
Exhibit 10(iii)(a) included in Bally Gaming
International, Inc.'s Registration Statement No.
33-42227 on Form S-1).
4.3 Amendment No. 1 to 1991 Incentive Plan
of Bally Gaming International, Inc. (incorporated
by reference to Exhibit 10(iii)(b) included in
Bally Gaming International, Inc.'s Annual Report
on Form 10K for the fiscal year ended December 31,
1991).
4.4 Amendment No. 2 to 1991 Incentive Plan
of Bally Gaming International, Inc. (incorporated
by reference to Bally Gaming International, Inc.'s
Registration Statement No. 33-71606 on Form S-8).
4.5 Amendment No. 3 to 1991 Incentive Plan
of Bally Gaming International Inc. (incorporated
by reference to Annex III of Alliance Gaming
Corporation's Registration Statement No. 333-01527
on Form S-4).
4.6 1991 Non-Employee Directors' Option Plan
of Bally Gaming International, Inc. (incorporated
by reference to Exhibit 10(iii)(f) included in
Bally Gaming International, Inc.'s Annual Report
on Form 10K for the fiscal year ended December 31,
1991).
4.7 Amendment No. 1 to the 1991 Non-Employee
Directors' Option Plan of Bally Gaming
International, Inc. (incorporated by reference to
Exhibit 10(iii)(g) included in Bally Gaming
International, Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 1991).
4.8 Amendment No. 3 to the 1991 Non-
Employees Directors' Option Plan of Bally Gaming
International, Inc. (incorporated by reference to
Annex IV of Alliance Gaming Corporation's
Registration Statement No. 333-01527 on Form S-4).
4.9 Bally Gaming International, Inc. 1994
Stock Option Plan for Non-Employee Director's.
Incorporated by reference to exhibit 10(iii)(k)
included in Bally Gaming International, Inc.'s
Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
4.10 1994 Non-Employee Directors' Option Plan
of Bally Gaming International, Inc, as amended.
(incorporated by reference to Annex V of Alliance
Gaming Corporation's Registration Statement No.
333-01527 on Form S-4).
5.1 Opinion of Schreck Morris (filed
herewith).
23.1 Consent of KPMG Peat Marwick LLP (filed
herewith).
23.2 Consent of Schreck Morris (included in
Exhibit 5.1).
24 Power of Attorney (included in signature
page to this registration statement).
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
or Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission 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.
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.
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 provisions set forth in response to Item 6, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, Alliance Gaming Corporation, 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 this 29 day of January, 1997.
ALLIANCE GAMING CORPORATION
By:________/s/______________
Scott D. Schweinfurth
Principal Accounting
and Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such
person whose signature appears below constitutes and appoints,
jointly and severally, Scott D. Schweinfurth and David D. Johnson
his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes,
may 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.
Signature Title Date
___/s/______________ Senior Vice President,
Scott Schweinfurth Chief Financial Officer and
Treasurer January 29,
(Principal Accounting Officer 1997
and Principal Financial
Officer)
___/s/______________ Director January 29,
Anthony DiCesare 1997
___/s/______________ Director January 29,
Dr. Craig Fields 1997
___/s/______________ Director January 29,
Joel Kirschbaum 1997
___/s/______________ Director January 29,
Alfred H. Wilms 1997
___/s/______________ Director January 29,
David Robbins 1997
___/s/______________ Director January 29,
Jacques Andre 1997
Exhibit 5.1
January 28, 1997
Alliance Gaming Corporation
6601 S. Bermuda Road
Las Vegas, Nevada 89121
Re.: Alliance Gaming Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Alliance Gaming Corporation, a
Nevada corporation (the "Company") in connection with the
registration under the Securities Act of 1933, as amended (the
"Act"), of 439,950 shares of the Company's Common Stock, par
value $.10 per share ("Common Stock") and 24,600 shares of 15%
Non-Voting Senior Special Stock, Series B, $.10 par value
("Special Stock" and, together with the Common Stock, the
"Shares") issuable under the Company's 1991 Incentive Plan, 1991
Non-Employee Directors Option Plan and 1994 Non-Employee
Directors' Option Plan (collectively, the "Plans"), under the
Registration Statement on Form S-8 about to be filed with the
Securities and Exchange Commission (the "Commission").
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 documents, records, agreements and other
instruments, including the Registration Statement, and we have
obtained from officers and agents of the Company and from public
officials, and have relied upon, such certificates,
representations and assurances, as we have deemed necessary and
appropriate for the purpose of this opinion.
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, (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
Alliance Gaming Corporation
January 27, 1997
Page 2
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 the Company and all public
records reviewed are accurate and complete, and (v) at the
Effective Time of the merger pursuant to that certain Agreement
and Plan of Merger dated as of October 18, 1995, by and among the
Company and BGII Acquisition Corp., the options outstanding under
the BGII Stock Option Plans were or became fully vested and
exercisable and were assumed by the Company under the Plans.
Based upon the foregoing, and having regard to legal
considerations and other information that we deem relevant, we
are of the opinion that, when the Shares have been registered
under the Act, and when issued and sold by the Company in
accordance with the Prospectus covering the Shares and forming a
part of the Registration Statement, the Shares will be duly
authorized, validly issued, fully paid and non-assessable.
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, the laws of any other
jurisdiction. 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 this filing of this opinion as an
exhibit to the Registration Statement and the reference to this
firm therein. In giving this consent, we do not admit that we
are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Yours very truly,
SCHRECK MORRIS
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
Alliance Gaming Corporation
We consent to incorporation by reference in the registration
statement on Form S-8 of Alliance Gaming Corporation of our
report dated September 16, 1996, relating to the consolidated
balance sheets of Alliance Gaming Corporation and subsidiaries as
of June 30, 1995 and 1996 and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of
the years in the three-year period ended June 30, 1996, which
report appears in the June 30, 1996 annual report on Form 10-K of
Alliance Gaming Corporation.
KPMG Peat Marwick LLP
Las Vegas, Nevada
January 24, 1997
