<PAGE> 1
As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
Registration Statement
Under the Securities Act of 1933
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NEVADA GOLD & CASINOS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0142032
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
3040 Post Oak Blvd., Suite 675 H. Thomas Winn
Houston, Texas 77056 3040 Post Oak Blvd., Suite 675
(713) 621-2245 Houston, Texas 77056
(Address, including zip code, and (713) 621-2245
telephone number, including (Name, address, including zip code,
area code, of Registrant's and telephone number, including
principal executive offices) area code, of agent for service)
Thomas C. Pritchard Consulting Agreement
Martin R. Nathan Retainer Agreement
(Full Title of the Plan)
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copy to:
Thomas C. Pritchard
Brewer & Pritchard, P.C.
1111 Bagby, 24th Floor
Houston, Texas 77002
Phone (713) 209-2950
Fax (713) 659-2430
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
TITLE OF Proposed Maximum Proposed Maximum Amount of
SECURITIES TO BE Amount Being Offering Price Aggregate Registration
REGISTERED Registered(1) Per Share(2) Offering Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.12 per share.................. 65,000 $2.00 $130,000 $37.00
- ---------------------------------------------------------------------------------------------------------------------
TOTAL $37.00
=====================================================================================================================
</TABLE>
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's common stock registered under
this S-8 will be adjusted in the event of stock splits, stock
dividends, or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the
high and low prices of the common stock as reported by the OTC
Electronic Bulletin Board on September 21, 1999.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Nevada Gold & Casinos, Inc.
("Company" or "Registrant") with the Securities and Exchange Commission are
incorporated in this Form S-8 by reference:
1. The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or, either (i) the Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended ("Securities Act") that
contains audited financial statements for the Company's latest fiscal year for
which the statements have been filed, or (ii) the Company's effective
Registration Statement on Form 10 or Form 10-SB filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year;
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above; and
3. The description of the Company common stock that is contained
in a Registration Statement or amendment to any Registration Statement filed
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating the description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the Registration Statement that indicate that
all shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference
in the Registration Statement and to be a part of it from the date of filing of
the documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Thomas C. Pritchard is a principal of Brewer & Pritchard, P.C.
and will receive 15,000 shares of Company common stock pursuant to this
Registration Statement once the Registration Statement becomes effective.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada Private Corporation Act allows the
Company to indemnify any person who was or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason of
the fact that he or she is or was a director, officer, employee, or agent of
the Company or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust or other enterprise. The Company may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
amounts if it is later determined that the person was not entitled to be
indemnified by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Any restricted securities to be offered or resold pursuant to
this Registration Statement were issued pursuant to an exemption under Section
4(2) of the Securities Act, as a non-public offering of securities.
II-1
<PAGE> 3
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
4.1(1) -- Common Stock Specimen
5.1(2) -- Opinion Regarding Legality
10.1(2) -- Thomas C. Pritchard Consulting Agreement
10.2(2) -- Martin R. Nathan Retainer Agreement
23.1(2) -- Consent of Counsel (included in Exhibit 5.1)
23.2(2) -- Consent of Pannell Kerr Forster of Texas, P.C.,
independent public accountants
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(1) Filed previously on Form S-8 dated June 4, 1999, file number 333-79867.
(2) Filed with this Form S-8.
ITEM 9. UNDERTAKINGS
(a) The Registrant 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 arising after the effective
date of the Registration Statement (or
its most recent post-effective
amendment) that, individually or in
the aggregate, represent a fundamental
change in the information set forth in
the Registration Statement.
Notwithstanding this provision, 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; 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 that
information in the Registration
Statement.
Provided, however, that paragraphs
(a)(1)(i) and (ii) do not apply if
the Registration Statement is on
Form S-3 or Form S-8, 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
Commission by the Registrant
pursuant to Section 13 or 15(d) of
the Exchange Act that are
incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each
post-effective amendment shall be deemed to
be a new Registration Statement relating to
the securities offered in them, and the
offering of securities at that time shall be
deemed to be the initial bona fide offering
of securities.
II-2
<PAGE> 4
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered that remain
unsold at the termination of the offering.
(b) The Registrant undertakes that, for purposes of determining
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered in it, and the offering of securities at
that time shall be deemed to be the initial bona fide offering of the
securities.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, the indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against those 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 the 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 indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of the issue.
II-3
<PAGE> 5
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 Houston, State of Texas, on the 24th day of
September, 1999.
NEVADA GOLD & CASINOS, INC.
By: /s/ H. Thomas Winn
------------------------------
H. THOMAS WINN,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ H. Thomas Winn Chairman of the Board, September 24, 1999
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H. THOMAS WINN Chief Executive Officer, President,
and Treasurer
/s/ Paul J. Burkett Director and Vice President September 24, 1999
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PAUL J. BURKETT
/s/ William G. Jayroe Director and Secretary September 24, 1999
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WILLIAM G. JAYROE
/s/ James Wong Director September 24, 1999
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JAMES WONG
</TABLE>
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<PAGE> 6
EXHIBIT INDEX
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
4.1(1) -- Common Stock Specimen
5.1(2) -- Opinion Regarding Legality
10.1(2) -- Thomas C. Pritchard Consulting Agreement
10.2(2) -- Martin R. Nathan Retainer Agreement
23.1(2) -- Consent of Counsel (included in Exhibit 5.1)
23.2(2) -- Consent of Pannell Kerr Forster of Texas, P.C.,
independent public accountants
- ---------------------
(1) Filed previously on Form S-8 dated June 4, 1999, file number 333-79867.
(2) Filed with this Form S-8.
<PAGE> 1
Exhibit 5.1
September 24, 1999
Nevada Gold & Casinos, Inc.
3040 Post Oak Boulevard, Suite 675
Houston, Texas 77056
Re: Nevada Gold & Casinos, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented Nevada Gold & Casinos, Inc., a Nevada
corporation ("Company"), in connection with the preparation of a registration
statement filed with the Securities and Exchange Commission on Form S-8
("Registration Statement") relating to the proposed issuance of up to 65,000
shares ("Shares") of the Company's common stock, par value $.12 per share
("Common Stock") upon the exercise of options issued pursuant to certain
agreements ("Plans") attached as exhibits to the Registration Statement. In
this connection, we have examined originals or copies identified to our
satisfaction of such documents, corporate and other records, certificates, and
other papers as we deemed necessary to examine for purposes of this opinion,
including but not limited to the Plans, the Certificate of Incorporation of the
Company, the Bylaws of the Company, and resolutions of the Board of Directors
of the Company.
We are of the opinion that the Shares will be, when issued pursuant
to the Plans, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD, P.C.
[SIGNATURE OF BREWER & PRITCHARD, P.C. APPEARS HERE]
<PAGE> 1
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement dated September 20, 1999 ("Agreement"), is
by and between NEVADA GOLD & CASINOS, INC., a Nevada corporation ("Company")
and THOMAS C.
PRITCHARD, an individual ("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant desires to provide certain consulting services
to the Company; and
WHEREAS, the Company and Consultant desire to set forth in writing
the terms and conditions of their agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements, and considerations contained in this Agreement, the
parties agree as follows:
1. Engagement. Subject to the terms and provisions of this
Agreement, the Company affirms the engagement of Consultant, as an independent
contractor, to provide general legal services.
2. Compensation. For certain services performed by Consultant for
the Company, the Company will issue to Consultant 15,000 shares of common stock
of the Company pursuant to an S-8 Registration Statement.
3. Status Reports. At the Company's written request, Consultant
shall prepare and submit to the Company a written report describing the status
of any sales of the Company's common stock sold under this Agreement.
4. Term. The term of this Agreement shall commence on the date set
forth above and shall continue in full force and effect for a period of six
months.
5. Miscellaneous.
(a) Assignment. All of the terms, provisions, and
conditions of this Agreement shall be binding upon and shall inure
to the benefit of and be enforceable by the parties and their
respective successors and permitted assigns. This Agreement shall
not be assigned or transferred by either party, nor shall any
interest in this Agreement be assigned, transferred, pledged, or
hypothecated by either party without the prior written consent of
the other party.
PAGE 1
<PAGE> 2
(b) Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Texas.
(c) Entire Agreement, Amendments, and Waivers. This
Agreement constitutes the entire agreement of the parties and
expressly supersedes all prior and contemporaneous understandings
and commitments, whether written or oral, with respect to the
subject matter of this Agreement. No variations, modifications,
changes or extensions of this Agreement or any other terms hereof
shall be binding upon any party to this Agreement unless it is
reduced to writing and signed by the party to be bound or an
authorized agent of the party to be bound.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.
NEVADA GOLD & CASINOS, INC.
By: /s/ H. Thomas Winn
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H. THOMAS WINN, President
/s/ Thomas C. Pritchard
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THOMAS C. PRITCHARD
PAGE 2
<PAGE> 1
Exhibit 10.2
MARTIN R. NATHAN
ATTORNEY AT LAW
1980 POST OAK BLVD., SUITE 1777
HOUSTON, TEXAS 777056-3889
TEL: 713-961-4004/ FAX 961-2940
EMAIL: NATHANMR@LAWYER. COM
SEPTEMBER 24, 1999
Mr. H. Thomas Winn
President
Nevada Gold & Casinos, Inc.
3040 Post Oak Boulevard, Suite 645
Houston, Texas 77056.
VIA TELEPHONIC DOCUMENT TRANSFER (FAX) TO THE INTENDED RECIPIENT'S CURRENT
TELECOPIER NUMBER: 303-831-8226 and Email. THIS DOCUMENT IS CONFIDENTIAL AND
INTENDED SOLELY FOR THE VIEW AND USE OF THE INTENDED RECIPIENT. PLEASE NOTIFY
THE SENDER IF RECEIVED IN ERROR AND THEN DESTROY.
Re: Retainer Agreement
Dear Tom,
This confirms our conversation this morning, and our prior
conversations regarding my engagement as Special Counsel for Nevada Gold &
Casinos, Inc. ("Client"). We have discussed that the Client is engaged in the
partial ownership of a casino and is interested in expanding its operations by
acquiring an interest in a property located in New York which may be utilized
as a site for a casino. The property is subject to a mortgage which is in
default and may be involved in bankruptcy proceedings. My firm and I have
handled acquisition of properties incident to bankruptcy proceedings and
mortgage foreclosures. I agree to act as Special Counsel to Client on matters
involving potential acquisition of the New York property or an interest
therein, and matters involving options regarding extension, moratorium,
composition, refinancing, reorganization or other rearrangement with the
creditors of the putative Seller(s). In addition, I agree to handle such other
matters as the parties may agree. However, Client agrees that it will engage
New York based counsel if such is deemed appropriate. I am a member of Martin
R. Nathan & Associates, P. C., (hereinafter referred to as the "Firm") which
will assist me.
<PAGE> 2
Mr. H. Thomas Winn
September 24, 1999
Page 2
Our client in this matter shall be Nevada Gold & Casinos, Inc. or
any subsidiary corporate enterprise that it may use to effect the transaction,
and such representation of a subsidiary is hereby acknowledged not to be a
conflict of interest. We will not act as Counsel for the party whose assets are
to be acquired, although we, acting for and on behalf of our Client may assist
or advise It or its Counsel in such matters.
As we discussed, Client will engage me on a set fee basis at the
usual and regular hourly rates currently charged by its members, plus
appropriate incentive compensation. The hourly fees and incidental costs shall
be billed not less than monthly, but shall be payable solely from the Retainer
Account as provided herein. Client shall issue to Martin R. Nathan a
non-refundable retainer of Fifty Thousand (50,000) shares of authorized and
non-assessable common stock of Client, (Symbol: OTC-BB: UWIN) on or before 10
days from the date hereof. The retainer shall be deemed fully earned (if not
earlier paid against monthly billings) on February 7, 2000. I shall maintain
the shares either in certificate form or in a brokerage account at a brokerage
company which is a member of the National Association of Securities Dealers.
The shares shall be issued pursuant to Registration under the provisions of S-8
promulgated by the Securities Exchange Commission ("SEC"). In the event that
Registration of such shares is not available under S-8, then the shares will be
subject to the restrictions of Rule 144 promulgated by the SEC. I will have
piggy-back registration rights, at my option, at a pro-rata cost of all shares
then registered in the event that the Company undertakes a registration.
The billing will be sent to Client and the earned number of shares
shall be determined at the time of billing based on a rate equal to the average
market bid price of such shares during the last 10 trading days that there was
trading in a public market. The shares so earned shall be released from the
Retainer Account.
Furthermore, Client agrees to pay or reimburse me for such costs or
expenses paid to third-party providers which may be necessary and reasonable in
connection with its representation hereunder. These costs or expenses will be
billed monthly as incurred. Bills shall be payable on or before 10 days after
submission from such retainer account unless other provisions are made in
advance.
<PAGE> 3
Mr. H. Thomas Winn
September 24, 1999
Page 3
This Agreement may be terminated by either Party with cause upon ten
(10) days written notice. Upon termination of this Agreement, any unearned
shares shall become my property, based on a value equal to the average market
bid price of such shares during the last 10 days prior to entering this
Agreement. The parties hereto agree to arbitrate any dispute, claim or
liability between themselves by Arbitration pursuant to the Federal Arbitration
Act, with the Arbitrators using the Federal Rules of Evidence in Civil Cases.
This Agreement is subject to the Laws of the State of Texas and any cause of
action by or between the parties hereto shall be brought and heard in Harris
County, Texas. The losing party in any Arbitration shall pay reasonable legal
fees, expenses or costs incurred by the winning party in resolving the
Arbitrated matter in such amount as shall be determined by the Arbitrators.
This Agreement cancels and supersedes all prior agreements regarding
my engagement (or any Law firm of which I am a member) as Special Legal
Counsel. If the above accurately states our agreement, please sign one copy and
return it to me. If the agreement is not fully, accurately and completely
stated above, please make such corrections as you deem appropriate and return
it to me for my review.
Very Truly Yours,
/s/ Martin R. Nathan
---------------------------
Martin R. Nathan
Agreed:
Nevada Gold & Casinos, Inc.
By: /s/ H. Thomas Winn
H. Thomas Winn, President
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NOTICE TO CLIENTS
The State Bar of Texas investigates and prosecutes professional misconduct
committed by Texas attorneys.
Although not every complaint against or dispute with a lawyer involves
professional misconduct, the State Bar Office of General Counsel will provide
you with information how to file a complaint.
For more information, please call 1/800/932-1900. This is a toll-free phone
call.
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Exhibit 23.2
[PANNELL KERR FORSTER LETTERHEAD]
Consent of Independent Public Accountants
We consent to the inclusion in this registration statement of Nevada Gold &
Casinos, Inc. on Form S-8 of our report dated June 25, 1999, on our examination
of the March 31, 1999 consolidated financial statements of Nevada Gold &
Casinos, Inc.
PANNELL KERR FORSTER OF TEXAS, P.C.
Houston, Texas
September 24, 1999
