<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1995
REGISTRATION NO. 33-99380
SECURITIES AND EXCHANGE COMMISSION
___________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
FLORIDA GAMING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-1670533
- ------------------------------- ------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1750 South Kings Highway W. Bennett Collett
Fort Pierce, Florida 34945-3099 Florida Gaming Corporation
(407) 469-2500 1750 South Kings Highway
- ---------------------------------------- Fort Pierce, Florida 34945-3099
(Address of principal executive offices) (407) 464-7500
-----------------------------------
(Name, address, including zip code,
and telephone number including
area code, of agent of service)
--------------------
Copies to:
STEPHEN A. ZRENDA, JR., ESQ.
1520 LIBERTY TOWER
100 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA 73102-8601
(405) 235-2111
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. [ ]
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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
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 [ ]
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
STATEMENT FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT BEING MAXIMUM OFFERING AGGREGATE OFFIRING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE(2) REGISTRATION FEE
- ---------------------------- ------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 1,029,480 $ 13.00 $ 13,383,240 $ 4,615
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes such additional shares of Common Stock as may be issued to the
Selling Stockholder because of future stock dividends, stock distributions,
stock splits or similar capital readjustments.
(2) Represents the average of the closing bid and asked prices of the Common
stock of the Registrant on November 14, 1995. Estimated solely for the
purpose of calculating the registration fee.
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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.
<PAGE>
SUBJECT TO COMPLETION, NOVEMBER 15, 1995
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
1,029,480 SHARES
OF
FLORIDA GAMING CORPORATION
COMMON STOCK
All of the shares offered hereby will be sold by Freedom Financial
Corporation (the "Selling Stockholder"), a stockholder of Florida Gaming
Corporation (the "Company"). See "Selling Stockholder". The Company will not
receive any of the proceeds from any sale of the shares that may be offered
hereby. The Common Stock of the Company is traded on the NASDAQ SmallCap Market
under the symbol "BETS". On November 14, 1995, the reported average of the
closing bid and asked prices for the Common Stock of the Company on NASDAQ was
$13 per share. See "Price Range of Common Stock and Dividends".
The Selling Stockholder intends to submit its Common Stock of the Company
to one or more margin accounts with registered broker-dealers, to pledge such
Common Stock to secure borrowings, and for other similar financial transactions.
In the event of a margin call or a default regarding such transactions, the
Selling Stockholder may be required to sell the Common Stock of the Company
offered by this Prospectus.
---------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR CERTAIN CONSIDERATIONS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
COMMON STOCK, $.10 PAR VALUE PUBLIC DISCOUNT(1)(2) SELLING STOCKHOLDER(1)(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share ........................... See text of Note (1) below See text of Note (1) below See text of Note (1) below
- ------------------------------------------------------------------------------------------------------------------------------------
Total ............................... See text of Note (1) below See text of Note (1) below See text of Note (1) below
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Selling Stockholder has advised the Company that it proposes to
offer for sale and to sell the Common Stock from time to time during
the next year in the over-the-counter market at market prices then
prevailing or obtainable. Accordingly, sales prices and proceeds to
the Selling Stockholder will depend upon future price fluctuations and
the manner of sale. The Selling Stockholder may pay brokerage
commissions and other charges (which compensation as to a particular
broker-dealer may be in excess of customary commissions).
(2) The Company and the Selling Stockholder may agree to indemnify any
underwriter against certain liabilities under the Securities Act of
1933.
(3) Sales commissions and other expenses of the offering are payable
solely by the Selling Stockholder, estimated at $111,315.
This Prospectus also relates to such additional securities as may be issued
to the Selling Stockholder because of future stock dividends, stock
distributions, stock splits or similar capital readjustments.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 15, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, AN UNDERWRITER MAY EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES OF COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
UNTIL NOVEMBER 15, 1996, ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
AVAILABLE INFORMATION
The Company has filed with the U.S. Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not include all the information set forth
in the Registration Statement and the exhibits thereto, to which reference is
made for further information with respect to the Company.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder and in accordance therewith files periodic reports, proxy
and information statements, and other information with the Commission (File No.
0-9099). The Registration Statement and the exhibits thereto and all reports,
proxy and information statements, and other information filed by the Company
with the Commission may be inspected at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and may also be inspected and copied at the regional offices of the Commission
located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the U.S. Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference herein:
1. The Company's Annual Report on Form 10-KSB for its fiscal year
ended December 31, 1994;
2. The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1995, June 30, 1995, and September 30,
1995;
3. The Company's Current Reports on Form 8-K dated January 9, 1995,
August 14, 1995, August 28, 1995, June 21, 1995, and September
18, 1995;
4. The Company's Proxy Statement for its 1995 annual meeting of
stockholders; and
5. The Form SB-2 registration statement, as amended, of Sports Tech,
Inc. and final prospectus dated June 29, 1994, and all
supplements thereto (Reg. No. 33-79882).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of the offering of the shares
of Common Stock hereunder shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Timothy L. Hensley of Florida Gaming Corporation, 1750 South Kings Highway, Fort
Pierce, Florida 34945-3099. Telephone requests may be directed to Mr. Hensley
at (812) 945-7211.
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ
IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS
APPEARING ELSEWHERE IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
UNLESS THE CONTEXT INDICATES OTHERWISE, ALL REFERENCES IN THIS PROSPECTUS TO THE
COMPANY INCLUDE THE COMPANY AND ITS SUBSIDIARIES AND ALL REFERENCES TO THE
NUMBER OF SHARES OF COMMON STOCK (I) RELATE TO THE COMPANY'S COMMON STOCK, PAR
VALUE $.10 PER SHARE (THE "COMMON STOCK"), AND (II) ASSUME THAT OUTSTANDING
STOCK OPTIONS AND CONVERSION RIGHTS ARE NOT EXERCISED.
Freedom Financial Corporation ("Selling Stockholder"), an Indiana
corporation, has been a stockholder of the Company since March 1993. The
Selling Stockholder presently owns 1,349,480 shares of the Common stock of the
Company, and holds an option to purchase an additional 1,330,000 shares of the
Company. The Selling Stockholder is the largest stockholder of the Company.
Mr. W. Bennett Collett, the Chairman of the Board and the Chief Executive
Officer of the Company, is also the controlling stockholder and Chief Executive
Officer of the Selling Stockholder. See "Selling Stockholder".
THE OFFERING
Common Stock offered by the
Selling Stockholder . . . . . . . . . . 1,029,480
End of offering period . . . . . . . . . . November 15, 1996
Minimum purchase requirement . . . . . . . None
Arrangement for escrow of proceeds . . . . None
Total Outstanding Common Stock(1) . . . . 3,123,586
Dividend Policy . . . . . . . . . . . . . The Company has not paid any
dividends on its Common Stock in
the past and does not expect to pay
any dividends on the Common Stock
in the foreseeable future.
NASDAQ Symbol . . . . . . . . . . . . . . BETS
Limitation on Total Ownership . . . . . . . The laws of the State of Florida
require that before any person
acquires more than five percent of
the equity securities of a pari-
mutuel operator such as the Company
(representing more than 156,179
shares of the Company's presently
issued Common Stock), such person
must receive the approval of the
Florida Department of Business
Regulation.
- --------------------
(1) As of November 14, 1995, excludes 2,008,250 shares of Common
Stock issuable upon exercise of outstanding stock options;
and excludes 35,235 shares of outstanding preferred stock
that are convertible into 7,928 shares of Common Stock.
3
<PAGE>
SUMMARY OF SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
The selected financial data presented below for the years 1994, 1993 and
1992 have been derived from the Company's audited consolidated financial
statements. The selected financial data for the interim periods during 1994 and
1995 have been derived from the unaudited consolidated financial statements and
internal accounting records of the Company which, in the opinion of management,
contain all adjustments, consisting only of normal, recurring adjustments,
necessary to present fairly the Company's results of operations and financial
position for such periods and at such dates. The consolidated results of
operations for the nine-month periods ended September 30, 1995, are not
necessarily indicative of the results to be expected for the full year or for
future periods. The selected financial data presented below should be read in
conjunction with the financial statements of the Company and the related notes
thereto contained in annual and quarterly reports which are incorporated by
reference into this Prospectus.
<TABLE>
<CAPTION>
Four Months
Ended
Year Ended August 31,(1) December 31,
---------------------------- ------------
1992(2) 1993 1993
---- ---- ----
<S> <C> <C> <C>
HANDLE
Jai-alai $ 0 $ 0 $ 0
ITW 0 0 0
----------- ----------- -----------
$ 0 $ 0 $ 0
REVENUE
Pari-Mutuel Revenues, Net $ 0 $ 0 $ 0
Admissions 0 0 0
Food, Beverage and Other 0 0 0
----------- ----------- -----------
TOTAL REVENUES $ 0 $ 0 $ 0
COSTS AND EXPENSES
Operating $ 0 $ 878 $ 0
General and Administrative 439,914 521,433 50,121
Depreciation 2,693 0 0
----------- ----------- -----------
TOTAL COSTS AND
EXPENSES $ 442,607 $ 522,311 $ 50,121
----------- ----------- -----------
Net Income (loss) from
operations $ (442,607) $ (522,311) $ (50,121)
Other Income (Expenses):
Interest Income $ 98,830 $ 63,565 $ 20,753
Gain (loss) on sale of assets 0 (4,953) (28,095)
Realized Gain (loss) on
securities 88,747 169,333 0
Other (Expense) 79 (89,519) 0
----------- ----------- -----------
Net Income (loss) from
continuing operations $ (254,951) $ (383,885) $ (57,463)
----------- ----------- -----------
Loss from discontinued
operations $ (346,715) $ 0 $ 0
----------- ----------- -----------
Net Income (loss) $ (601,666) $ (383,885) $ (57,463)
----------- ----------- -----------
----------- ----------- -----------
Per Share Loss 1992 continuing
operation $ (0.36) $ (0.39) $ (0.04)
Per Share Loss 1992 discontinued
operations $ (0.43) $ N/A $ N/A
Fully Diluted Per Share Earnings $ N/A $ N/A $ N/A
Per Common Share $ (0.79) $ (0.39) $ (0.04)
Balance Sheet Data:
Cash $ 1,512,014 $ 1,813,251 $ 2,033,901
Total Assets $ 1,954,409 $ 2,391,510 $ 2,275,055
Long-term liabilities $ 0 $ 0 $ 0
Stockholders' Equity $ 1,814,437 $ 2,244,433 $ 2,186,970
<CAPTION>
Year Ended Nine Months Ended
December 31, September 30, (unaudited)
------------ -----------------------------
1994(3) 1995 1994(3)(4)
---- ---- ----
<S> <C> <C> <C>
HANDLE
Jai-alai $ 3,480,257 $ 4,183,844 $ 3,480,257
ITW 15,752,224 15,190,424 11,305,216
----------- ------------ -----------
$ 19,232,481 $ 19,374,268 $ 14,785,473
REVENUE
Pari-Mutuel Revenues, Net $ 2,153,481 $ 2,440,639 $ 1,711,593
Admissions 122,032 118,154 91,763
Food, Beverage and Other 547,759 638,714 440,510
----------- ----------- -----------
TOTAL REVENUES $ 2,823,272 $ 3,197,507 $ 2,243,866
COSTS AND EXPENSES
Operating $ 2,106,923 $ 2,452,069 $ 1,855,545
General and Administrative 741,760 604,164 383,608
Depreciation 141,962 126,900 65,833
----------- ----------- -----------
TOTAL COSTS AND
EXPENSES $ 2,990,645 $ 3,183,133 $ 2,304,986
----------- ----------- -----------
Net Income (loss) from
operations $ (167,373) $ 14,374 $ (61,120)
Other Income (Expenses):
Interest Income $ 37,090 $ 66,463 $ 17,739
Gain (loss) on sale of assets (14,669) -- (14,669)
Realized Gain (loss) on
securities 0 195,939 --
Other (Expense) (246,047) (44,657) (21,086)
----------- ----------- -----------
Net Income (loss) from
continuing operations $ (390,999) $ 232,119 $ (79,136)
----------- ----------- -----------
Loss from discontinued
operations $ 0 $ 0 $ 0
----------- ----------- -----------
Net Income (loss) $ (390,999) $ 232,119 $ (79,136)
----------- ----------- -----------
----------- ----------- -----------
Per Share Loss 1992 continuing
operation $ (0.18) $ 0.05 $ (0.05)
Per Share Loss 1992 discontinued
operations $ N/A $ N/A $ N/A
Fully Diluted Per Share Earnings $ N/A $ N/A $ N/A
Per Common Share $ (0.18) $ 0.05 $ (0.05)
Balance Sheet Data:
Cash $ 1,363,174 $ 1,151,477 $ 1,695,629
Total Assets $ 6,774,453 $ 6,610,404 $ 5,172,667
Long-term liabilities $ 1,114,061 $ 1,831,337 $ 931,992
Stockholders' Equity $ 4,163,047 $ 4,395,033 $ 3,887,800
- -------------------------------
</TABLE>
(1) The previous fiscal year end of the Company was August 31 of each
year. In 1994, the Company changed its fiscal year to December 31.
4
<PAGE>
(2) Before July 31, 1992, the Company's wholly owned subsidiary, SCOPE
Incorporated ("Scope"), operated as an electronic technology company.
Scope was sold by the Company to BECT Acquisition Group, Inc. in July
1992. Before July 26, 1991, the Company's majority owned subsidiary,
Sports-Tech Technology International, Inc. ("STT"), operated as a
computer software, computer equipment and video editing company. STT
was sold by the Company to Sports-Tech, Inc. in July 1991. As a
result, the financial information regarding fiscal 1992 relates
primarily to operations that have been discontinued by the Company.
(3) The Company did not commence its operations in the gaming
industry until February 1994.
(4) Reference is made to the Form 10-KSQ for the fiscal year
ended December 31, 1994, and to the Form 10-QSB for the nine
month period ended September 30, 1995, for further financial
information regarding the Company, which have been
incorporated herein by reference.
RISK FACTORS
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD
CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED IN THIS PROSPECTUS
(INCLUDING INFORMATION INCORPORATED BY REFERENCE HEREIN), ESPECIALLY THE
CONSIDERATIONS DESCRIBED OR REFERRED TO IN THE FOLLOWING PARAGRAPHS.
NO CASINO OPERATING HISTORY
The Company has no history or prior experience in constructing or operating
a casino. Although certain members of management have gaming experience, none
have operated a casino as large as these contemplated to be developed by the
Company and its joint venturers and borrowers. The Company is not expected to
have exclusive management rights regarding the casinos, and will rely on the
management of other persons to manage such operations and will grant others a
significant degree of independence in operating matters, including but not
limited to day-to-day financial control and control over the hiring and firing
of personnel. There is no assurance that the Company will be able to manage and
operate gaming facilities on a profitable basis or that cash flow from
operations will be sufficient to pay the principal and interest on its
borrowings to finance such operations.
RECENT OPERATING RESULTS
The Company had net income of $232,119 for the nine month period ended
September 30, 1995, compared to an operating loss of $79,136 for the comparable
1994 period, and anticipates that it will have net income for the year ending
December 31, 1995. However, there can be no assurance that this trend will
continue. The Company has implemented new strategic and operational initiatives
intended to enhance revenues by beginning to enter into the native American
Indian gaming industry. The Company's operations generally are subject to
financial, economic, legal and other factors, many of which are beyond its
control. Accordingly, there can be no assurance that the Company will be able
to implement these initiatives without delay or that these initiatives will be
profitable.
CAPITAL RESOURCES AND LIQUIDITY
The Company requires significant cash flows to meet its debt service and
other continuing obligations. The Company will also require significant
additional capital to finance its entry into the Class II and Class III native
American Indian gaming industry.
The Company's ability to finance its capital expenditures and to meet its
debt service and other financial obligations will depend on the Company's future
operating performance, which will be subject to financial, economic, legal and
other factors affecting the business and operations of the Company, many of
which are beyond its control. Although a credit facility and cash flows from
operating activities are expected to be sufficient to make a portion of the
Company's planned expenditures, the Company's operating strategy will depend on
the availability of additional sources of financing, such as funds provided
through additional borrowings, sales of assets or sales of securities. There
can be no assurance that the Company will be able to obtain financing on
suitable terms for these purposes.
JAI-ALAI COMPETITION
The Company believes that its primary market area for jai-alai includes
approximately 500,000 adults age 21 or over within 35 miles of the Company's
jai-alai Fronton in Florida. The major population centers in the vicinity of
its Fronton include Fort Pierce, Port St. Lucie, and Vero Beach, Florida.
5
<PAGE>
The Company competes with other entertainment providers for its customers.
The Company does not, however, consider itself to be in direct competition with
any other fronton or other pari-mutuel facility permitted to operate in Florida
in its market area at this time. Florida's pari-mutuel legislation does not
permit the operation of any jai-alai facility within a geographic radius of 50
miles or closer to any other jai-alai facility. The closest pari-mutuel
facilities to the Fronton are dog racing facilities in West Palm Beach,
approximately 50 miles south of the Fronton, and in Melbourne, approximately 53
miles north of the Fronton.
GAMING COMPETITION
The gaming industry is highly competitive. Other entities have
substantially greater financial resources and larger management staffs than the
Company. Because of the growing popularity and profitability of gaming
activities, competition is significantly increasing.
The Company faces competition from operations in other states where
legislation has been introduced to legalize gaming. Although certain bills were
not passed recently in several states, similar pieces of legislation may be
introduced in future legislative sessions. To a lesser extent, the Company will
compete for local customers with other forms of legal wagering including video
poker gaming in non-casino facilities, charitable gaming, pari-mutuel wagering
and state lotteries.
POTENTIAL DILUTION AND MARKET IMPACT FROM OUTSTANDING CAPITAL STOCK AND OPTIONS
As of November 14, 1995, the Company had 3,123,586 shares of Common Stock
issued and outstanding. In addition, at November 14, 1995, the Company had
35,235 shares of preferred stock issued and outstanding, which shares are
currently convertible into an aggregate of 7,928 shares of Common Stock. As of
November 14, 1995, the Company also had outstanding stock options, which if
exercised, would require the issuance by the Company of 2,008,250 shares of
Common Stock. Were a substantial number of stock options exercised for shares
of Common Stock, the voting power of each holder of Common Stock would be
diluted accordingly. Moreover, the prevailing market price for the Common Stock
may be materially and adversely affected by the addition of a substantial number
of shares of Common Stock, including the shares offered hereby, into the market
or by the mere registration under the Securities Act of 1933 of the sale of the
shares offered hereby.
POTENTIALLY VOLATILE STOCK PRICE
Since the latter part of fiscal 1993, the Company's stock price has risen
dramatically. During the last quarter of 1993, the prices for the Common Stock
on NASDAQ ranged from $1-5/8 to $3-7/16, while the prices of the Common Stock on
the NASDAQ since October 1, 1995 have ranged from $8-1/2 to $14-1/2. Factors
such as the Company's operating results or other announcements by the Company or
its competitors may have a significant impact on the market price of the
Company's securities. Because the Company's expansion philosophy is highly
dependent on joint ventures and acquisitions, the price of the Common Stock may
be highly volatile and may decline at an equal or greater rate than the rate at
which it has risen over the last two years. See "Price Range of Common Stock
and Dividends".
DIFFICULTY OF PLANNED EXPANSION; MANAGEMENT OF GROWTH
Since the change in management of the Company in February 1994, the Company
has expanded its operations rapidly, and it plans to continue to further expand
its level of operations in all areas following this offering. The Company's
operating results will be adversely affected if net revenues do not increase
sufficiently to compensate for the increase in operating expenses caused by this
expansion. In addition, the Company's planned expansion of operations may cause
significant strain on the Company's management, technical, financial and other
resources. To manage its growth effectively, the Company must continue to
improve and expand its existing resources and management information systems and
must attract, train and motivate qualified managers and employees. There can be
no assurance, however, that the Company will successfully be able to achieve
these goals. If the Company is unable to manage growth effectively, its
operating results will be adversely affected.
6
<PAGE>
DEPENDENCE ON KEY PERSONNEL
The success of the Company is dependent, in part, on its key management
personnel. In particular, the Company is highly dependent upon W. Bennett
Collett, W. Bennett Collett, Jr., and Timothy L. Hensley. The loss of their
services could have a material adverse effect on the Company. The Company does
not have any employment contracts with its executives, nor does the Company have
any key man life insurance policies on their lives. In addition, expansion of
the Company's business may require additional managers and employees with
experience in the gaming industry within which the Company operates. In
general, because competition within such industry is intense, competition for
skilled management personnel and other employees is also intense, which may make
it more difficult and expensive to attract and retain qualified management and
other employees.
LITIGATION
The Company is a party to various lawsuits the outcome of which, if adverse
to the Company, is not believed by management to have a material effect on the
results of operations and financial position of the Company. See Note (8) to
Item 1 of the Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1995.
On February 28, 1990, the Selling Stockholder filed a registration
statement with the Securities and Exchange Commission (Commission File No. 33-
33625)(the "Registration Statement") to register shares of its Common Stock,
Class A Preference. On March 5, 1990, the Selling Stockholder filed an
application with the New Jersey Bureau of Securities pursuant to the New Jersey
state securities laws to register certain of the shares to be offered. The New
Jersey Bureau of Securities indicated that the Registration Statement may have
been materially deficient because certain civil and administrative proceedings
involving Mr. W. Bennett Collett, including an injunction prohibiting future
violations of federal securities laws, were not disclosed. Without admitting or
denying the materiality of the omitted information, which information had been
omitted following consultation with legal counsel, on June 11, 1990, the Selling
Stockholder requested withdrawal of the application for registration of
securities in New Jersey. On August 23, 1990, the State of New Jersey Bureau of
Securities issued a Consent Order IN THE MATTER OF: FREEDOM FINANCIAL
CORPORATION (SR-5587). On November 5, 1990, the Securities and Exchange
Commission issued an order consenting to the withdrawal of the Registration
Statement. The New Jersey Consent Order granted the request for withdrawal of
the application for registration and denied the effectiveness of certain
exemptions under the New Jersey state securities laws for secondary trading in
its securities. In addition, the Selling Stockholder agreed that it would not
sell, give or otherwise distribute its securities in or from New Jersey without
first notifying and receiving written authority to do so from the New Jersey
Bureau of Securities.
The rules and regulations promulgated by the Commission pursuant to the
Securities Act and the Exchange Act generally require that proceedings involving
management similar to the injunction be disclosed only for events occurring
during the past five years. The Company has included the information above
solely for informational purposes concerning the Company's management team.
These matters have not adversely affected the ability of the Company to obtain
any required gaming licenses, nor did they in the past adversely affect the
ability of the Selling Stockholder to obtain state or federal approvals required
to operate as a bank holding company.
ABSENCE OF DIVIDENDS ON COMMON STOCK
The Company has not paid any dividends on its Common Stock in the past and
does not anticipate paying dividends on its Common Stock in the foreseeable
future. See "Price Range of Common Stock and Dividends."
ANTITAKEOVER EFFECTS OF CERTAIN INSTRUMENTS, AGREEMENTS OF THE COMPANY, AND LAWS
The Company's certificate of incorporation and bylaws, certain contracts to
which the Company is a party, the Delaware General Corporation Law and Florida
gaming laws contain provisions that could have the effect of delaying or
preventing a transaction that results in a change of control (as defined) of the
Company.
7
<PAGE>
THE COMPANY
Florida Gaming Corporation (the "Company") currently owns and operates a
jai-alai fronton and pari-mutuel wagering facility located in Fort Pierce,
Florida (the "Fronton"). The Company's business at the Fronton consists of,
among other things, live jai-alai, inter-track pari-mutuel wagering, and the
sale of food and alcoholic beverages. The term "pari-mutuel wagering," which
refers to the betting by members of the public against each other, includes
wagering on both live performances and ITW (inter-track wagering).
The Company's principal place of business and principal executive offices
are located at Fort Pierce Jai-alai, 1750 South Kings Highway, Fort Pierce,
Florida 34945-3099. The Company changed its name from Lexicon Corporation to
Florida Gaming Corporation on March 17, 1994. The Company was incorporated in
Delaware in 1976.
Jai-alai, a sport of Basque origins, was introduced to Florida as a
professional sport in 1926. In the United States, jai-alai is played by either
one or two man teams, in a round robin fashion, with the winning team or player
remaining on the court until defeated. Originally a form of handball, jai-alai
has developed over time into a game of high speed and strategy. Players compete
against each other in a three-walled arena and score win points against each
other by successfully positioning the ball in play, or "pelota," such that the
opposition is unable to return it. The pelota is propelled by means of a
"cesta" which is a wicker sling. The combination of the extremely hard pelota,
which is slightly smaller than a baseball, and the sling-shot action of the
cesta make jai-alai one of the fastest sports in the world.
In the course of its business, the Company has had numerous discussions,
and continues to have discussions, regarding joint ventures, business
combinations, and lending transactions related to the pari-mutuel and gaming
industry. The Company is actively pursuing opportunities to engage in Class II
(as defined in 25 U.S.C. Section 2703(7), and 25 C.F.R. Section 502.3), and
Class III (as defined in 25 U.S.C. Section 2703(8), and 25 C.F.R. Section 502.4)
gaming operations through joint ventures, management agreements, loan
arrangements, and other agreements with native American Indian tribes consistent
with the provisions of the Indian Gaming Regulatory Act of 1988 ("IGRA").
On June 21, 1995, the Company entered into a joint venture agreement with
Centrum X Corporation ("CXC") to assist the Company in identifying and
developing gaming development projects with native American Indian tribes.
Under the Agreement, the Company has the right of first refusal to enter into
joint ventures with Centrum X for the development and management of casinos on
native American Indian lands.
In August 1995, Ponca Management, Inc., a wholly owned subsidiary of the
Company ("Ponca"), entered into a Management Agreement with the Ponca Tribe of
Nebraska, a federally recognized Indian tribe, to establish and engage in Class
II and Class III gaming, as authorized by the IGRA, to be located near the City
of Omaha in Douglas County, Nebraska. Ponca agreed to provide financing for the
development expenses and working capital for the operation through a development
loan of up to $50,000,000 on customary commercial terms. As of September 30,
1995, the Company has provided $64,544 in initial working capital to the
operation. Ponca will be entitled to receive 30% of the distributable net
revenues of the operation for a period of five years. This agreement is subject
to approval by the National Indian Gaming Commission, the negotiation of a
compact between the Ponca Tribe and the State of Nebraska, the acquisition of
land that can be taken in trust under the Indian Gaming Regulatory Act for the
facility site, the execution of definitive financing agreements, and other
conditions.
On September 11, 1995, the Company entered into a Loan Agreement and
Security Agreement with the Rincon, San Louiseno Band of Mission Indians, a
federally recognized Indian tribe, which presently operates River Oaks Casino, a
Class II gaming facility near San Diego, California. The Rincon Band also
intends to engage in Class III gaming if and when permitted to do so under the
IGRA. The Company has agreed to loan up to $5,000,000 to the Rincon Band to
enable them to renovate, improve and expand its gaming facility. The Company
will be entitled to receive various royalties of up to 12.5% of the gross
receipts of the facility (excluding gaming machines), during the seven-year
period of the loan agreement; and 12-1/2% of the "drop" or "handle" from gaming
machines during the first five years and 11% of the "drop" or "handle" during
the sixth and seventh years of the loan agreement. As of November 14, 1995, the
Company has made short term working capital advances of $248,000 to the Rincon
Band under the terms of the loan agreement. The Company has also agreed to
grant 25,000 shares of its Common Stock to the Rincon Band.
The Company believes the recent rapid growth in native American Indian
gaming activities will present significant business opportunities for the
Company.
8
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
September 30, 1995. The following information should be read in conjunction
with the financial statements of the Company and its subsidiaries incorporated
by reference into this Prospectus.
<TABLE>
<CAPTION>
September 30, 1995
------------------
<S> <C>
Long-term debt: (unaudited)
Secured indebtedness . . . . . . . . . . . . . . . . . $ 1,957,705
Other long-term debt . . . . . . . . . . . . . . . . . 0
-----------
Total long-term debt . . . . . . . . . . . . . . . 1,957,705
Less current maturities . . . . . . . . . . . . . . . . 126,368
-----------
Long-term debt, net . . . . . . . . . . . . . . . . . . $ 1,831,337
Stockholders' equity . . . . . . . . . . . . . . . . . . . .
Class A Preferred stock, convertible into common stock
(1,200,000 shares authorized; par value $.10;
35,235 shares issued). . . . . . . . . . . . . . . . . 3,524
Common stock (15,000,000 shares authorized;
par value $.10; 3,123,474 shares issued)(1) . . . . . . 312,347
Capital in excess of par value . . . . . . . . . . . . 25,058,360
Retained deficit . . . . . . . . . . . . . . . . . . . (20,979,198)
-----------
Total stockholders' equity . . . . . . . . . . . . $ 4,395,033
Total Capitalization . . . . . . . . . . . . . . . . . . . . $ 6,226,370
-----------
-----------
- -------------------------
</TABLE>
(1) Does not include 2,008,250 shares of Common Stock reserved for
issuance pursuant to outstanding stock options, and up to 7,928 shares
issuable upon conversion of its outstanding preferred stock.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of the Company trades on the NASDAQ SmallCap Market under
the symbol "BETS". The following table shows the high and low bid prices for
the Common Stock of the Company during the year ending December 31, 1995, and
for the years ended December 31, 1994 and December 31, 1993, and for the interim
periods as reported by NASDAQ. By letter dated April 7, 1993, the Company
received notice that, following review of the Company's submissions concerning
an equity infusion, the NASDAQ stock market would delist the Common Stock
effective April 8, 1993. On July 23, 1993, the NASDAQ Hearing Review Committee
reversed the decision of the NASDAQ Qualifications Committee. On August 2,
1993, the Common Stock was relisted for trading on the NASDAQ SmallCap Market.
During this interim period, the Common Stock was traded in the Bulletin Board
over-the-counter market. The following bid prices reflect reported inter-dealer
transactions and are not necessarily representative of actual transactions which
occurred. Further, the prices do not include retail markup, markdown or
commissions.
<TABLE>
<CAPTION>
<S> <C> <C>
Year Ending December 31, 1995 High Low
- ------------------------------------------------- ---- ---
Quarter Ending December 31, 1995(1). . . . . . . . $ 14-1/2 $ 8-1/4
Quarter Ended September 30, 1995 . . . . . . . . . $ 17-1/4 $ 7-3/4
Quarter Ended June 30, 1995 . . . . . . . . . . . $ 10-1/2 $ 4
Quarter Ended March 31, 1995 . . . . . . . . . . . $ 5-1/8 $ 2
Year Ended December 31, 1994 High Low
- ------------------------------------------------- ---- ---
Quarter Ended December 31, 1994 . . . . . . . . . $ 5 $ 2
Quarter Ended September 30, 1994 . . . . . . . . . $ 6-1/4 $ 3-3/4
Quarter Ended June 30, 1994 . . . . . . . . . . . $ 10-1/2 $ 4-1/2
Quarter Ended March 31, 1994 . . . . . . . . . . . $ 11-3/4 $ 1-3/4
Year Ended December 31, 1993 High Low
- ------------------------------------------------- ---- ---
Quarter Ended December 31, 1993 . . . . . . . . . $ 3-7/16 $ 1-5/8
Quarter Ended September 30, 1993 . . . . . . . . . $ 2-7/8 $ 1-9/16
Quarter Ended June 30, 1993 . . . . . . . . . . . $ 1-7/8 $ 1-7/8
Quarter Ended March 31, 1993 . . . . . . . . . . . $ 3 $ 1-1/2
- ------------------------------
</TABLE>
(1) Represents the period beginning October 1, 1995 through November
14, 1995.
9
<PAGE>
On November 14, 1995, the closing bid and asked quotations for the Common
Stock of the Company as quoted on the NASDAQ SmallCap Market was $12-3/4 bid and
$13-1/4 asked per share. As of November 14, 1995, the Company had approximately
4,000 holders of record of its Common Stock and a substantial additional number
of street-name holders held of record by brokers and depository companies.
The Company has not paid any dividends on its Common Stock in the past and
does not expect to pay any dividends on its Common Stock in the foreseeable
future. In the event the Company is not contractually prohibited from paying
dividends, the holders of Common Stock would be entitled to receive dividends
only when and as declared by the Board of Directors of the Company, subject to
the prior rights and preferences, if any, of holders of preferred stock.
SELLING STOCKHOLDER
The following tables sets forth the name of Freedom Financial Corporation,
an Indiana corporation, as the Selling Stockholder, the aggregate number of
shares of Common Stock identified by the Selling Stockholder as being owned by
it as of November 14, 1995, and the aggregate number of shares of Common Stock
being offered for sale in this offering.
<TABLE>
<CAPTION>
Number of Number of
shares of Number of shares of
Common shares of Common Percent of
Stock Common Stock Stock Common Stock Outstanding(1)
owned before to be sold to be owned ---------------------------
Selling Stockholder Offering(1) in offering after offering(1) Before Offering After Offering
- ------------------- ------------ ----------- ----------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Freedom Financial
Corporation 1,349,480 1,029,480 320,000 43.2% 10.2%
2669 Charleston Road
Suite D
New Albany, Indiana 47150
- -------------------------------
</TABLE>
(1) Excludes an option to purchase 1,330,000 additional shares of the
Common Stock of Company, exercisable at $1.25 per share.
The Selling Stockholder acquired 603,000 shares of the Common Stock of the
Company pursuant to a Stock Purchase Agreement on March 31, 1993, for a total
consideration of $874,350. An additional 96,480 shares were subsequently issued
to the Selling Stockholder under the provisions of the Stock Purchase Agreement.
On August 26, 1994, and October 4, 1994, the Selling Stockholder exercised its
option, in part, to purchase 400,000 shares and 300,000 shares of Common Stock,
respectively, for a total price of $875,000.
The Selling Stockholder is an "affiliate" of the Company because Mr. W.
Bennett Collett is the controlling stockholder, a director and an officer of the
Selling Stockholder, and also is the Chairman of the Board and the Chief
Executive Officer of the Company.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company and the Selling Stockholder by Stephen A. Zrenda,
Jr., P.C., Oklahoma City, Oklahoma.
EXPERTS
The audited financial statements and schedules of the Company incorporated
by reference into this Prospectus and elsewhere in the Registration Statement,
to the extent and for the periods indicated in its report, have been audited by
King & Company, PSC, independent public accountants, and are incorporated herein
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.
10
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR
ANY SELLING AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
-----------------
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Price Range of Common Stock and Dividends . . . . . . . . . . . . . . 9
Selling Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
- --------------------------------------------------------------------------------
1,029,480 SHARES
OF
COMMON STOCK
FLORIDA GAMING
CORPORATION
--------------------
PROSPECTUS
--------------------
NOVEMBER 15, 1995
---------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
Expense Amount
- ------- ------
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . $ 4,615
Legal fees and expenses(1) . . . . . . . . . . . . . 5,500
Accounting fees(1) . . . . . . . . . . . . . . . . . 1,000
Printing(2). . . . . . . . . . . . . . . . . . . . . 100
Transfer agent fees(1) . . . . . . . . . . . . . . . 100
-------
$11,315
-------
-------
</TABLE>
- ------------------------------
(1) Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(a)(7) of the Delaware General Corporation Law authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of the
directors' fiduciary duty of care. The duty of care requires that, when acting
on behalf of the corporation, directors must exercise an informed business
judgment based on all material information reasonably available to them. Absent
the limitations now authorized by such legislation, directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Although
Section 102(a) does not change directors' duty of care, it enables corporations
to limit available relief to equitable remedies such as an injunction or
rescission. The Registrant's Restated Certificate of Incorporation limits the
liability of the directors to the Registrant or its stockholders (in their
capacity as directors but not in their capacity as officers) to the fullest
extent permitted by Section 102(a). Specifically, a director of the Registrant
will not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability: (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law; or (iv) for any transaction from which the director
derived an improper personal benefit.
Under Section 145 of the Delaware General Corporation Law, the Registrant
has the power to indemnify directors and officers under certain prescribed
circumstances and subject to certain limitations against certain costs and
expenses, including attorney's fees, actually and reasonably incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative, or investigative, to which any of them is a party by reason of
his being a director or officer of the Registrant if it is determined that he
acted in accordance with the applicable standard of conduct set forth in such
statutory provisions. The Registrant's by-laws provide that the Registrant
shall indemnify each person who may be indemnified pursuant to Section 145, as
amended from time to time (or any successor provision thereto), to the fullest
extent permitted by Section 145.
On March 10, 1993, the Board of Directors of the Registrant authorized the
Registrant to enter into indemnification agreements with each of its directors
and executive officer to evidence the Registrant's agreement to indemnify them
to the fullest extent permitted by law.
The Company does not presently carry any officer/director liability
insurance policy.
See Item 17 below regarding indemnification.
II-1
<PAGE>
ITEM 16. EXHIBITS.
3.1 Restated Certificate of Incorporation is hereby incorporated by
reference to Exhibit 3.1 of Form SB-2 Registration Statement No. 33-
79882.
3.2 Bylaws is hereby incorporated by reference to Exhibit 3.2 of Form SB-2
Registration Statement No. 33-79882.
10.1 Stock Purchase Agreement dated July 26, 1991, between the Registrant
and Bristol Holdings, Inc. is hereby incorporated by reference to
Current Report on Form 8-K dated July 26, 1991.
10.2 Stock Purchase Agreement dated as of March 29, 1993, between Freedom
Financial Corporation and the Registrant is hereby incorporated by
reference to Current Report on Form 8-K dated March 31, 1993.
10.3 Term Note for $1,000,000 executed by the Registrant in favor of WJA
Realty Limited Partnership dated February 1, 1994 is hereby
incorporated by reference to Exhibit 10.3 of Form SB-2 Registration
Statement No. 33-79882.
10.4 Nonqualified Stock Option Plan dated April 21, 1994 is hereby
incorporated by reference to Exhibit 10.4 of Form SB-2 Registration
Statement No. 33-79882.
10.5 Totalisator Services Agreement dated September 11, 1991, between
Autotote Limited and the Registrant is hereby incorporated by
reference to Exhibit 10.5 of Form SB-2 Registration Statement No. 33-
79882.
10.6 Indemnification Agreement dated February 23, 1993, between Ronald P.
Perella and the Registrant is hereby incorporated by reference to
Exhibit 10.6 of Form SB-2 Registration Statement No. 33-79882.
10.7 Directors' Stock Option Plan adopted August 9, 1994 is hereby
incorporated by reference to Exhibit 10.7 of Form SB-2 Registration
Statement No. 33-79882.
10.8 Centrum X joint venture Agreement dated June 21, 1995 is incorporated
by reference to the exhibit to the Form 8-K Current Report of the
Registrant dated June 21, 1995.
10.9 Agreement in Principal with EagleVisions Gaming Group of the Americas,
Inc., dated August 11, 1995 is hereby incorporated by reference to the
Form 8-K Current Report of the Registrant dated August 11, 1995.
10.10 Ponca Indian Tribe of Nebraska Management Agreement dated August
21, 1995 is incorporated by reference to the exhibit to the Form
8-K Current Report of the Registrant dated August 28, 1995.
10.11 Rincon Loan Agreement dated September 11, 1995 is incorporated by
reference to the exhibit to the Form 8-K Current Report of the
Registrant dated September 15, 1995.
10.12 Amendment to Rincon Loan Agreement dated November 1, 1995.
10.13 Copies of mortgages, deeds.
10.14 Copy of 1995 Chief Executive Officer Stock Option Grant of May 8,
1995.
10.15 Stock option grant to Ronald P. Perella dated April 28, 1995.
23.1 Consent of Stephen A. Zrenda, Jr., P.C.
23.2 Consent of King & Company, PSC.
24 Power of attorney is contained in the signature page to this
Registration Statement.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) To include any material information with respect to any plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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.
(e) 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.
II-3
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Louisville, Commonwealth of Kentucky.
FLORIDA GAMING CORPORATION
Date: November 14, 1995. By /s/ W. Bennett Collett
------------------------
W. Bennett Collett
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. Bennett Collett and Timothy L. Hensley, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all post-effective amendments to this
Form S-3 Registration Statement of Florida Gaming Corporation, and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto same attorneys-in-
fact and agents, and each of them, 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 and
agents, or either or them, 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.
/s/ W. Bennett Collett Chairman of the Board November 14, 1995
- --------------------------- of Directors and Chief
W. Bennett Collett and Chief (Principal
Executive Officer
(Principal Executive Officer)
/s/ Timothy L. Hensley Executive Vice President, November 14, 1995
- --------------------------- Treasurer and Chief Financial
Timothy L. Hensley Officer (Principal Financial
and Accounting Officer)
/s/ Gary E. Bowman Director November 14, 1995
- ---------------------------
Gary E. Bowman
II-4
<PAGE>
/s/ Robert L. Hurd President and Director November 14, 1995
- ---------------------------
Robert L. Hurd
/s/ Roland M. Howell Director November 14, 1995
- ---------------------------
Roland M. Howell
/s/ W. Bennett Collett, Jr. Director, Executive Vice November 14, 1995
- --------------------------- President and Secretary
W. Bennett Collett, Jr.
/s/ George W. Galloway, Jr. Director November 14, 1995
- ---------------------------
George W. Galloway, Jr.
II-5
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT EXHIBIT NUMBER PAGE NUMBER
Amendment to Rincon Loan Agreement
dated November 1, 1995 10.12
Copies of mortgages, deeds 10.13
Copy of 1995 Chief Executive Officer
stock option grant of May 8, 1995 10.14
Stock option grant to Ronald P. Perella
dated April 28, 1995 10.15
Consent of Counsel 23.1
Accountants' Consent 23.2
i
<PAGE>
EXHIBIT 10.12
AMENDMENT TO LOAN AGREEMENT
This is Amendment No. 1 dated as of November 13, 1995 to the Loan Agreement
dated as of September 11, 1995, between the Rincon, San Luiseno Band of Mission
Indians (herein the "Rincon Band" or "Borrower"), and Florida Gaming
Corporation, a Delaware corporation (herein "FGC" or "Lender").
RECITALS
A. In addition to its obligations under the Loan Agreement to advance
$120,000 to Borrower to fund payrolls at the Rincon Band's Oaks Casino (the
"Casino") on September 8 and September 22, 1995, Lender has voluntarily advanced
an additional $80,000 to Borrower to assist in funding Casino payrolls during
October 1995.
B. Borrower has filed a motion in the United States District Court for
the Southern District of California to modify the preliminary injunction
prohibiting the operation of Class III gaming machines at the Casino (the
"Proceedings"). The Court has not advised the Borrower when it will render a
decision on Borrower's motion, and Borrower does not expect a decision to be
rendered until after November 15, 1995. Lender has cooperated fully with
Borrower in complying with discovery requests in the Proceedings.
C. Lender and Borrower wish to amend Section 12.9 of the Loan Agreement,
which provides certain rights to terminate the Loan Agreement if gaming machines
are not in operation at the Casino by October 31, 1995.
AGREEMENT
In consideration of the mutual covenants contained herein, Lender and
Borrower agree as follows:
1. All funds advanced by Lender to Borrower before gaming machines are in
operation at the Casino, both voluntarily and under the terms of the Loan
Agreement, shall increase the unpaid principal balance of the Note and shall be
repaid in accordance with the terms of the Loan Agreement, the Note, and the
Security Agreement after gaming machines are in operation at the Casino.
2. In consideration of Lender's voluntary advances to Borrower through
November 1, 1995, and Lender's cooperation in connection with the Proceedings,
Borrower and Lender agree to amend Section 12.9 of the Loan Agreement to read in
its entirety, as amended, as follows:
12.9 EXPIRATION OF AGREEMENT. If 400 Gaming Machines are not in
operation on the Property on or before June 30, 1996, Lender may terminate
this Agreement by delivery notice of termination to the other, and upon
such delivery, the parties shall have no further obligations to each other;
provided, however, that if during the one-year period following termination
in accordance
<PAGE>
with this Section 12.9, Borrower obtains a commitment from another source
of financing that will enable the commencement of the operation of Gaming
Machines on the Property, Lender shall have the right of first refusal to
provide financing on the same terms as such other source or, at Lender's
option, terms more advantageous to the Borrower. Lender shall exercise its
right to provide financing under this Section 12.9 by delivering written
notice including the terms on which it will provide financing no later than
the tenth calendar day after Borrower delivers to Lender the terms proposed
by the other source of financing.
3. Lender agrees to continue to negotiate in good faith with Borrower for
additional advances to Borrower after November 1, 1995 until gaming machines are
in operation at the Casino or the termination of the Loan Agreement.
Executed and delivered as of the date first above written.
"Lender": FLORIDA GAMING CORPORATION
A Delaware corporation
By: /s/ W. Bennett Collett
-------------------------------------
W. Bennett Collett
Chairman and Chief Executive Officer
"Borrower": RINCON, SAN LUISENO BAND OF MISSION
INDIANS, a federally recognized Indian
Tribe
By: /s/ Robert Calac
-------------------------------------
Robert Calac, Chairman
/s/ Vernon Wright
------------------------------------
Vernon Wright, Vice-Chairman
/s/ Ruth Calac
------------------------------------
Ruth Calac, Council Member
/s/ Patricia Duro
------------------------------------
Patricia Duro, Council Member
<PAGE>
EXHIBIT NO. 10.13
<PAGE>
JoAnne Holman, Clerk of the Circuit Court - St. Lucie County
File Number: 1371342 OR BOOK 0936 PAGE 1302
Recorded: 01-06-95 08:48 A.M.
* Doc Assump: $ 0.00
This instrument prepared by * Doc Tax : $ 824.25
and return to : * Int Tax : $ 470.88
EDWARD W. BECHT, ESQUIRE
Post Office Box 2746
Fort Pierce, Florida 34954
Courthouse Box #3
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL
BALANCE DUE UPON MATURITY $226,773.96, TOGETHER WITH ACCRUED INTEREST, IF ANY,
AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.
MORTGAGE
THIS MORTGAGE DEED executed this 3rd day of January, 1995, by FLORIDA
GAMING CORPORATION, A DELAWARE CORPORATION, hereinafter called the mortgagor,
whose post office address is 1750 SOUTH KINGS HIGHWAY, FORT PIERCE, FLORIDA
34945-3094, to THOMAS EDWARD BAUMKER, hereinafter called the mortgagee, whose
post office address is 5407 SHANNON DRIVE, FORT PIERCE, FLORIDA 34951.
[WHEREVER USED HEREIN THE TERMS "MORTGAGOR" AND "MORTGAGEE" INCLUDE ALL THE
PARTIES TO THIS INSTRUMENT AND THE HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS
OF INDIVIDUALS, AND THE SUCCESSORS AND ASSIGNS OF CORPORATIONS; AND THE
TERM "NOTE" INCLUDES ALL THE NOTES HEREIN DESCRIBED IF MORE THAN ONE.]
WITNESSETH, that for good and valuable consideration, and also in
consideration of the aggregate sum named in the promissory note of even date
herewith, hereinafter described, the mortgagor hereby grants, bargains, sells,
aliens, remises, conveys and confirms unto the mortgagee all the certain land of
which the mortgagor is now seized and in possession situate in ST. LUCIE County,
Florida, viz:
THE NORTH HALF OF THE SW 1/4 OF THE NW 1/4 OF SECTION 13, TOWNSHIP 35
SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA; LESS RIGHT OF WAY FOR
ROADS AND DRAINAGE CANALS.
TO HAVE AND TO HOLD the same, together with tenements, hereditaments and
appurtenances thereto belonging, and the rents, issues and profits thereof, unto
the mortgagee, in fee simple.
AND the mortgagor covenants with the mortgagee that the mortgagor is
indefeasibly seized of said land in fee simple; that the mortgagor has good
right and lawful authority to convey said land as aforesaid; that the mortgagor
will make such further assurances to perfects the fee simple title to said in
the mortgagee as may reasonable be required; that the mortgagor hereby fully
warrants the title to said land and will defend the same against the lawful
claims of all persons
1
<PAGE>
OR BOOK 0936 PAGE 1303
whomsoever; and that said land is free and clear of all encumbrances.
THIS Mortgage is secured by an installment note of even date herewith, the
terms and conditions of which are expressly incorporated herein.
THIS is a Purchase Money First Mortgage.
PROVIDED ALWAYS, that if said mortgagor shall pay unto said mortgagee the
certain promissory note substantially copied or identified, AND ATTACHED HERETO
AS EXHIBIT A and shall perform, comply with and abide by each and every the
agreements, stipulations, conditions and covenants thereof, and of this
mortgage, then this mortgage, then this mortgage and the estate hereby created,
shall cease, determine and be null and void.
AND the mortgagor hereby further covenants and agrees to pay promptly when
due the principal and interest and other sums of money provided for in said note
and this mortgage, or either; to pay all and singular the taxes, assessments,
levies, liabilities, obligations and encumbrances of every nature on said
property; to permit, commit or suffer no waste, impairment or deterioration of
said land or the improvements thereon at any time; to keep the buildings now or
hereafter on said land fully insured in a sum not less than ITS HIGHEST
INSURABLE VALUE in a company or companies acceptable to the mortgagee, the
policy or policies to be held by, and payable to, said mortgagee, and in the
event any sum of money becomes payable by virtue of such insurance the mortgagee
shall have the right to receive and apply the same to the indebtedness hereby
secured, accounting to the mortgagor for any surplus; to pay all costs, charges,
and expenses, including lawyer's fees and title searches, reasonable incurred or
paid by the mortgagee because of the failure of the mortgagor to promptly and
fully comply with the agreements, stipulations, conditions and covenants of said
note and this mortgage, or either; to perform, comply with and abide by each and
every the agreements, stipulations, conditions and covenants set forth in said
note and this mortgage or either. In the event the mortgagor fails to pay when
due any tax, assessment, insurance premium or other sum of money payable by
virtue of said note and this mortgage, or either, the mortgagee may pay the
same, without waiving or affecting the option to foreclose or any right
hereunder, and all such payments shall bear interest from the date thereof at
the highest lawful rate then allowed by the laws of the State of Florida.
IF any sum of money herein referred to be not promptly paid within 30 days
next after the same becomes due, or if each and every of the agreements,
stipulations, conditions and covenants of said note and this mortgage, or
either, are not fully performed, complied with and abided by, then the entire
sum mentioned in said note, and this mortgage, or the entire balance unpaid
thereon, shall forthwith
2
<PAGE>
OR BOOK 0936 PAGE 1304
or thereafter, at the option of the mortgagee, become and be due and payable,
anything in said note or herein to the contrary not withstanding. Failure by
the mortgagee to exercise any of the rights or options herein provided shall not
constitute a waiver of any rights or options under said note or this mortgage
accrued or thereafter accruing.
MORTGAGOR warrants that to the best of its knowledge and belief it will
comply with all federal, state, regional and local statutory and common laws or
regulations relating to pollution or protection of the environment (herein
called "Environmental Laws"). To the best of Mortgagor's knowledge and belief,
no hazardous or toxic materials, wastes, substances, pollutants, contaminants,
or related materials as defined under any environmental laws (herein called
"Hazardous Materials") will be used, deposited, stored, disposed of, placed or
otherwise located in, on or under the property or at any facility operated on
the property at any time. If an Hazardous Materials or problems are discovered
by Mortgagor (whether arising before or after the date hereof) or Mortgagor
receives notice of any violation of any Environmental Laws after the date
hereof, Mortgagor shall give prompt written notice thereof to Mortgagee. In the
event Mortgagee acquires the property for any reason, Mortgagor will warrant to
the best of its knowledge and belief that the property is free of all hazardous
wastes as set forth in this paragraph.
IN WITNESS WHEREOF, Mortgagor has hereunto signed and sealed these presents
the day and year first above written.
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL
BALANCE DUE UPON MATURITY $ 226,773.96, TOGETHER WITH ACCRUED INTEREST, IF ANY,
AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.
Signed, sealed and delivered
in the presence of :
/s/ Edward W. Becht FLORIDA GAMING CORPORATION
- -------------------------
Print: Edward W. Becht
-----------------
/s/ Ronald P. Perella By: /s/ William B. Collett, Jr.
- ------------------------- -------------------------------------
Print: Ronald P. Perella William B. Collett, Jr., Vice President
3
<PAGE>
OR BOOK 0936 PAGE 1305
STATE OF FLORIDA
COUNTY OF ST. LUCIE
The foregoing instrument was acknowledged before me this 3rd day of
January, 1995, by William B. Collett, Jr., Vice President of Florida Gaming
Corporation of Delaware, a Delaware corporation, who is personally known to me
__x__ or who has produced ____________________________as identification and who
did_____/did not__x__ take an oath.
/s/ Jane E. Forbes
----------------------
Print: Jane E. Forbes
----------------------
Title: Notary Public
----------------------
Serial No:____________
My Commission expires:
NOTARY PUBLIC STATE OF FLORIDA
MY COMMISSION EXP. APR. 23, 1995
BONDED THRU GENERAL INS. UND.
4
<PAGE>
OR BOOK 0936 PAGE 1306
INSTALLMENT NOTE
$235,440.00 Fort Pierce, Florida
January 3, 1995
FOR VALUE RECEIVED FLORIDA GAMING CORPORATION, A DELAWARE CORPORATION
(hereinafter referred to as "Borrower") as principal obligor, promises to pay
without defalcation to the order of THOMAS EDWARD BAUMKER , (hereinafter
referred to as "Lender"), the sum of TWO HUNDRED THIRTY-FIVE THOUSAND FOUR
HUNDRED FORTY DOLLARS AND 00/100 ($235,440.00), with interest at the rate of 9.5
PERCENT per annum, in equal consecutive monthly installments of $1,979.71,
commencing on the 3rd day of February, 1995, and continuing in a like manner
until the 3rd day of January, 2000, when the entire unpaid principal balance
and accrued interest, if any, shall be due and payable. There shall be a late
charge of 5% of the monthly payment, together with interest on the delinquent
amount at the rate of 15%, for any payment not paid within 15 days of its due
date.
This Note may be prepaid at any time without penalty.
The principal and interest shall be payable at 5407 Shannon Drive, Fort
Pierce, Florida 34951, or at such other place or places as the legal holder
hereof shall from time to time designate.
This Note is secured by a Mortgage of even date herewith between FLORIDA
GAMING CORPORATION, a Delaware corporation, Mortgagor, and THOMAS EDWARD
BAUMKER, Mortgagee, upon real property located in St. Lucie County, Florida and
collateral thereof, the terms and conditions of which are hereby expressly made
a part hereof.
Each installment first shall be applied in payment of the interest and then
on the unpaid balance of the principal sum. Upon default in the payment of any
installment under this Note, or in any of the covenants or conditions contained
in said Mortgage, the Lender may, at its option, declare all the remainder of
said debt immediately due and payable and any failure to exercise this option
shall not constitute a waiver of the right to execute the same at any subsequent
time.
it is further agreed that the Borrower and each indorser, surety,
guarantor, jointly and severally, shall pay all costs of collection of this
Note, including a reasonable attorney's fee, on failure to pay any installment
payment or any accrued interest due hereunder on the due date hereof, or on the
default of the terms and conditions of the aforementioned Mortgage.
The Borrowers, sureties and indorsers hereof severally waive presentment,
protest and notice of protest, for non-payment of this note and agree that the
time of its maturity may be extended before or after maturity and do further
severally agree to any renewal thereof before or after maturity, without notice
of them.
FLORIDA GAMING CORPORATION
By: /s/ William B. Collett, Jr.
------------------------------------
William B. Collett, Jr., Vice President
<PAGE>
JoAnne Holman, Clerk of the Circuit Court - St. Lucie County
File Number: 1371345 OR BOOK 0936 PAGE 1310
Recorded: 01-06-95 08:48 A.M.
This instrument prepared by * Doc Assump: $ 0.00
and return to: * Doc Tax : $ 865.55
EDWARD W. BECHT, ESQUIRE * Int Tax : $ 494.42
Post Office Box 2746
Fort Pierce, Florida 34954
Courthouse Box #3
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL
BALANCE DUE UPON MATURITY IS $ 238,113.06, TOGETHER WITH ACCRUED INTEREST, IF
ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS
MORTGAGE.
THIS MORTGAGE DEED
THIS MORTGAGE DEED executed this 3rd day of January, 1995, by FLORIDA
GAMING CORPORATION, A DELAWARE CORPORATION, hereinafter called the mortgagor,
whose post office address is 1750 SOUTH KINGS HIGHWAY, FORT PIERCE, FLORIDA
34945-3094, to BAUMKER GROVES NORTH, INC., A FLORIDA CORPORATION, hereinafter
called the mortgagee, whose post office address is 1752 BINNEY DRIVE, FORT
PIERCE, FLORIDA 34949:
[WHEREVER USED HEREIN THE TERMS "MORTGAGOR" AND "MORTGAGEE" INCLUDE ALL THE
PARTIES TO THIS INSTRUMENT AND THE HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS
OF INDIVIDUALS, AND THE SUCCESSORS AND ASSIGNS OF CORPORATIONS; AND THE
TERM "NOTE" INCLUDES ALL THE NOTES HEREIN DESCRIBED IF MORE THAN ONE.]
WITNESSETH, that for good and valuable consideration, and also in
consideration of the aggregate sum named in the promissory note of even date
herewith, hereinafter described, the mortgagor hereby grants, bargains, sells,
aliens, remises, conveys and confirms unto the mortgagee all the certain land of
which the mortgagor is now seized and in possession situate in ST. LUCIE County,
Florida, viz:
THE SOUTH HALF OF THE NW 1/4 OF THE NW 1/4 OF SECTION 13, TOWNSHIP 35
SOUTH, RANGE 39 EAST, ST. LUCIE COUNTY, FLORIDA; EXCEPTING THEREFROM CANAL
RIGHT OF WAY.
TO HAVE AND TO HOLD the same, together with the tenements, hereditaments
and appurtenances thereto belonging, and the rents, issues and profits thereof,
unto the mortgagee, in fee simple.
AND the mortgagor covenants with the mortgagee that the mortgagor is
indefeasibly seized of said land in fee simple; that the mortgagor has good
right and lawful authority to convey said land as aforesaid; that the mortgagor
will make such further assurances to perfect the fee simple title to said land
in the mortgagee as may reasonable be required; that the mortgagor hereby fully
warrants the title to
1
<PAGE>
OR BOOK 0936 PAGE 1311
said land and will defend the same against the lawful claims of all persons
whomsoever; and that said land is free and clear of all encumbrances.
THIS Mortgage is secured by an installment note of even date herewith, the
terms and conditions of which are expressly incorporated herein.
THIS is a Purchase Money First Mortgage.
PROVIDED ALWAYS, that if said mortgagor shall pay unto said mortgagee the
certain promissory note substantially copied or identified, AND ATTACHED HERETO
AS EXHIBIT A and shall perform, comply with and abide by each and every the
agreements, stipulations, conditions and covenants thereof, and of this
mortgage, then this mortgage and the estate hereby created, shall cease,
determine and be null and void.
AND the mortgagor hereby further covenants and agrees to pay promptly when
due the principal and interest and other sums of money provided for in said note
and this mortgage, or either; to pay all and singular the taxes, assessments,
levies, liabilities, obligations and encumbrances of every nature on said
property; to permit, commit or suffer no waste, impairment or deterioration of
said land or the improvements thereon at any time; to keep the buildings now or
hereafter on said land fully insured in a sum not less than ITS HIGHEST
INSURABLE VALUE in a company or companies acceptable to the mortgagee, the
policy or policies to be held by, and payable to, said mortgagee, and in the
event any sum of money becomes payable by virtue of such insurance the mortgagee
shall have the right to receive and apply the same to the indebtedness hereby
secured, accounting to the mortgagor for any surplus; to pay all costs, charges,
and expenses, including lawyer's fees and title searches, reasonably incurred or
paid by the mortgagee because of the failure of the mortgagor to promptly and
fully comply with the agreements, stipulations, conditions and covenants of said
note and this mortgage, or either; to perform, comply with and abide by each and
every the agreements, stipulations, conditions and covenants set forth in said
note and this mortgage or either. In the event the mortgagor fails to pay when
due any tax, assessment, insurance premium or other sum of money payable by
virtue of said note and this mortgage, or either, the mortgagee may pay the
same, without waiving or affecting the option to foreclose or any right
hereunder, and all such payments shall bear interest from the date thereof at
the highest lawful rate then allowed by the laws of the State of Florida.
IF any sum of money herein referred to be not promptly paid within 30 days
next after the same becomes due, or if each and every of the agreements,
stipulations, conditions and covenants of said note and this mortgage, or
either, are not fully performed, complied with and abided by, then the entire
sum mentioned in said note, and this mortgage, or the entire balance unpaid
thereon, shall forthwith
2
<PAGE>
OR BOOK 0936 PAGE 1312
or thereafter, at the option of the mortgagee, become and be due and payable,
anything in said note or herein to the contrary not withstanding. Failure by
the mortgagee to exercise any of the rights or options herein provided shall
not constitute a waiver of any rights or options under said note or this
mortgage accrued or thereafter accruing.
MORTGAGOR warrants that to the best of its knowledge and belief it will
comply with all federal, state, regional and local statutory and common laws
or regulations relating to pollution or protection of the environment (herein
called "Environmental Laws"). To the best of Mortgagor's knowledge and
belief, no hazardous or toxic materials, wastes, substances, pollutants,
contaminants, or related materials as defined under any environmental laws
(herein called "Hazardous Materials") will be used, deposited, stored,
disposed of, placed or otherwise located in, on or under the property or at
any facility operated on the property at any time. If any Hazardous Materials
or problems are discovered by Mortgagor (whether arising before or after the
date hereof) or Mortgagor receives notice of any violation of any
Environmental Laws after the date hereof, Mortgagor shall give prompt written
notice thereof to Mortgagee. In the event Mortgagee acquires the property for
any reason, Mortgagor will warrant to the best of its knowledge and belief
that the property is free of all hazardous wastes as set forth in this
paragraph.
IN WITNESS WHEREOF, Mortgagor has hereunto signed and sealed these
presents the day and year first above written.
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL
BALANCE DUE UPON MATURITY $238,113.06, TOGETHER WITH ACCRUED INTEREST, IF
ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS
MORTGAGE.
Signed, sealed and delivered
in the presence of:
/s/ Edward W. Becht FLORIDA GAMING CORPORATION
- ------------------------------
Print: Edward W. Becht
------------------------
/s/ Ronald P. Perella By: /s/ William B. Collett, Jr.
- ------------------------------ ----------------------------
Print: Ronald P. Perella William B. Collett, Jr., Vice President
------------------------
3
<PAGE>
OR BOOK 0936 PAGE 1313
STATE OF FLORIDA
COUNTY OF ST. LUCIE
The foregoing instrument was acknowledged before me this 3rd day of
January, 1995, by William B. Collett, Jr., Vice President of Florida Gaming
Corporation, a Delaware corporation, who is personally known to me __x__ or
who has produced _______________________________ as identification and who
did _____/did not __x__ take an oath.
/s/ Jane E. Forbes
-----------------------------
Print: Jane E. Forbes
-----------------------
Title: Notary Public
-----------------------
Serial No:
----------------------
My Commission expires:
-----------------------
(Notary Seal)
NOTARY PUBLIC STATE OF FLORIDA
MY COMMISSION EXP. APR. 23, 1995
BONDED THRU GENERAL INS. UND.
4
<PAGE>
OR BOOK 0936 PAGE 1314
INSTALLMENT NOTE
----------------
$247,212.00 Fort Pierce, Florida
January 3, 1995
FOR VALUE RECEIVED FLORIDA GAMING CORPORATION, A DELAWARE CORPORATION
(hereinafter referred to as "Borrower") as principal obligor, promises to pay
without defalcation to the order of BAUMKER GROVES NORTH, INC., A FLORIDA
CORPORATION, (hereinafter referred to as "Lender"), the sum of TWO HUNDRED
FORTY-SEVEN THOUSAND TWO HUNDRED TWELVE DOLLARS AND 00/100 ($247,212.00),
with interest at the rate of 9.5 PERCENT per annum, in equal consecutive
monthly installments of $2,078.69, commencing on the 3rd day of February,
1995, and continuing in a like manner until the 3rd day of January, 2000,
when the entire unpaid principal balance and accrued interest, if any, shall
be due and payable. There shall be a late charge of 5% of the monthly
payment, together with interest on the delinquent amount at the rate of 15%,
for any payment not paid within 15 days of its due date.
This Note may be prepaid at any time without penalty.
The principal and interest shall be payable at 1752 Binney Drive, Fort
Pierce, Florida, or at such other place or places as the legal holder hereof
shall from time to time designate.
This Note is secured by a Mortgage of even date herewith between FLORIDA
GAMING CORPORATION, a Delaware corporation, Mortgagor, and BAUMKER GROVES
NORTH, INC., a Florida corporation, Mortgagee, upon real property located in
St. Lucie County, Florida and collateral thereof, the terms and conditions of
which are hereby expressly made a part hereof.
Each installment first shall be applied in payment of the interest and
then on the unpaid balance of the principal sum. Upon default in the payment
of any installment under this Note, or in any of the covenants or conditions
contained in said Mortgage, the Lender may, at its option, declare all the
remainder of said debt immediately due and payable and any failure to
exercise this option shall not constitute a waiver of the right to execute
the same at any subsequent time.
It is further agreed that the Borrower and each indorser, surety,
guarantor, jointly and severally, shall pay all costs of collection of this
Note, including a reasonable attorney's fee, on failure to pay any
installment payment or any accrued interest due hereunder on the due date
hereof, or on the default of the terms and conditions of the aforementioned
Mortgage.
The Borrowers, sureties and indorsers hereof severally waive
presentment, protest and notice of protest, for non-payment of this note and
agree that the time of its maturity may be extended before or after maturity
and do further severally agree to any renewal thereof before or after
maturity, without notice of them.
FLORIDA GAMING CORPORATION
By: /s/ William B. Collett, Jr.
-----------------------------
William B. Collett, Jr., Vice President
<PAGE>
Parcel ID Number: 2312-233-0003-000/4
Grantee #1 TIN: ###-##-####
- ------------------[Space Above This Line For Recording Data]------------------
WARRANTY DEED
THIS INDENTURE, Made this 17th day of June, 1994 A.D., BETWEEN
PHILIP H. WAGNER, a married man,
of the County of SAINT LUCIE, State of Florida, GRANTOR, and
RONALD PERELLA,
whose address is: Post Office Box 312, McDonald, Pennsylvania 15057
of the County of Washington, State of Pennsylvania, GRANTEE.
WITNESSETH that the GRANTOR, for and in consideration of the sum of -------
- ----------------TEN & NO/100 ($10.00)------------------------------DOLLARS,
and other good and valuable consideration to GRANTOR in hand paid by GRANTEE,
the receipt whereof is hereby acknowledged, has granted, bargained and sold
to the said GRANTEE and GRENTEE's heirs and assigns forever, the following
described land, situate, lying and being in the county of SAINT LUCIE State
of Florida to wit:
From the Southwest corner of the Northwest 1/4 of Section 13,
Township 35 South, Range 39 East, run East along the East-West
one-quarter section line to the East right-of-way line of Kings
Highway for Point of Beginning; thence continue East along said
one-quarter section line a distance of 333.4 feet; thence run
North, parallel with the West line of said Section a distance of
143 feet; thence run West a distance of 333.4 feet to a point on
the East right-of-way line of said Kings Highway which is 143
feet North of the Point of Beginning; thence run South to the
Point of Beginning.
The property herein conveyed DOES NOT constitute the HOMESTEAD
property of the Grantor. The Grantor's HOMESTEAD address is
7601 Arthurs Road Fort Pierce, Florida.
and the grantor does hereby fully warrant the title to said land, and will
defend the same against lawful claims of all persons whomsoever. IN WITNESS
WHEREOF, the grantor has hereunto set his hand and seal the day and year
first above written.
SIGNED, SEALED AND DELIVERED IN OUR PRESENCE:
/s/ John T. Brennan /s/ Philip H. Wagner (Seal)
- --------------------------------- -------------------------
Printed Name: John T. Brennan PHILIP H. WAGNER
-------------------- P.O. Address 7601 Arthurs Road,
Witness FORT PIERCE, FL 34951
/s/ Deborah N. Brownell
- ---------------------------------
Printed Name: Deborah N. Brownell
-------------------
STATE OF Florida
COUNTY OF SAINT LUCIE
The foregoing instrument was acknowledged before me this 17th day of June,
1994 by PHILIP H. WAGNER, a married man,
who is _____ personally known to me or who _x_ has produced his Florida
driver's license #W256 668 36 3420 as identification.
This Document Prepared By:
JOHN T. BRENNAN, ESQUIRE
Brennan, Hayskar, Jefferson & Gorman, P.A.
515-519 S. Indian Rvr. Dr. P.O. Box 3779
Fort Pierce, FL 34948-3779
/s/ Deborah N. Brownell
------------------------- (SEAL)
Printed Name:
NOTARY PUBLIC
My Commission Expires
DEBORAH N. BROWNELL
MY COMMISSION # CC 329279
EXPIRES: December 7, 1997
Bonded Thru Notary Public Underwriters
WAGNER/PERELLA
<PAGE>
TITLE AFFIDAVIT
STATE OF FLORIDA COUNTY OF ST. LUCIE
BEFORE ME, the undersigned authority, personally appeared: PHILIP H. WAGNER,
who, being duly sworn according to law, deposes and says as follows (as used
in this Affidavit, the term "Affiant" shall include all parties executing
this Affidavit):
1. That Affiant is the owner of, and has agreed to sell to RONALD PERELLA,
the following described property situate in the County of ST. LUCIE, State
of Florida:
From the Southwest corner of the Northwest 1/4 of Section 13, Township 35
South, Range 39 East, run East along the East-West one-quarter section line
to the East right of way line of Kings Highway for point of beginning;
thence continue East along said one-quarter section line a distance of
333.4 feet; thence run North, parallel with the West line of said Section
a distance of 143 feet; thence run West a distance of 333.4 feet to a
point on the East right-of-way line of said Kings Highway which is 143
feet North of the Point of Beginning; thence run South to the Point of
Beginning.
TAX ID NO. 2312-233-0003-000/4
2. That Affiant has been in full, continuous, open, exclusive, peaceable
and undisputed possession of said property since the time of vesting of
title to said property in Affiant; that there are no parties who have any
interest or right to claim an interest in said property other than
Affiant; and that there are no facts known to Affiant which could give
rise to a claim being asserted against said property, except:
NONE
3. That, other than as shown in Item 1, Affiant has not entered into any
agreement; contract, commitment or option which otherwise affects said
property, except:
NONE
4. That there are no taxes, liens or assessments which are due or about
to become due or which have attached or could attach to said property,
except:
NONE
5. That Affiant is a citizen of the United States, of legal age, under no
legal disabilities and has never been known by any name other than as
shown above.
6. That there are no actions or proceedings now pending in any State or
Federal Court to which the Affiant is a party including, but not limited
to, proceedings in bankruptcy, receivership or insolvency, except:
NONE
7. That there are no judgments, mortgages, encumbrances or liens of any
nature affecting said property, except:
NONE
8. That there have been no improvements, repairs, additions, or
alterations performed upon said property within the past 90 days. That
Affiant has not entered into any agreement or contract with any party for
the furnishing of any labor, services or material in connection with any
improvements, repairs, additions or alterations within the referenced time
period; and that there are no parties who have any claim or right to a
lien for services, labor or material in connection with any improvements,
repairs, additions or alterations to said property.
Affiant recognizes that RONALD PERELLA, will rely on the statements in
this Affidavit and Affiant makes this Affidavit for the purpose of inducing
ATTORNEY'S TITLE INSURANCE FUND, INC. to issue its policy or policies of
title insurance in the above referenced transaction.
this 17th day of June, 1994, who is /s/ Philip H. Wagner
___personally known to me or _x_has --------------------------
produced FLA driver license #W256 668 36 3420 PHILIP H. WAGNER
as identification, and ___did _x_did not
take an oath.
/s/ Deborah N. Brownell
- ---------------------------
Notary Public
My Commission Expires: (Seal)
DEBORAH N. BROWNELL
MY COMMISSION # CC 329279
EXPIRES: December 7, 1997
Bonded Thru Notary Public Underwriters
<PAGE>
and shall perform, comply with and abide by each and every the agreements,
stipulations, conditions and covenants thereof, and of this mortgage, then
this mortgage and the estate hereby created, shall cease, determine and be
null and void.
AND the mortgagor hereby further covenants and agrees to pay promptly when
due the principal and interest and other sums of money provided for in said
note and this mortgage, or either; to pay all and singular the taxes,
assessments, levies, liabilities, obligations and encumbrances of every
nature on said property; to permit, commit or suffer no waste, impairment or
deterioration of said land or the improvements thereon at any time; to keep
the buildings now or hereafter on said land fully insured in a sum of not
less than full insurable value in a company or companies acceptable to the
mortgagee, the policy or policies to be held by, and payable to, said
mortgagee, and in the event any sum of money becomes payable by virtue of
such insurance the mortgagee shall have the right to receive and apply the
same to the indebtedness hereby secured, accounting to the mortgagor for any
surplus; to pay all costs, charges, and expenses, including lawyer's fees and
title searches, reasonably incurred or paid by the mortgagee because of the
failure of the mortgagor to promptly and fully comply with the agreements,
stipulations, conditions and covenants of said note and this mortgage, or
either; to perform, comply with and abide by each and every the agreements,
stipulations, conditions and covenants set forth in said note and this
mortgage or either. In the event the mortgagor fails to pay when due any tax,
assessment, insurance premium or other sum of money payable by virtue of
said note and this mortgage, or either, the mortgagee may pay the same,
without waiving or affecting the option to foreclose or any other right
hereunder, and all such payments shall bear interest from date thereof at the
highest lawful rate then allowed by the laws of the State of Florida.
IF any sum of money herein referred to be not promptly paid within 15 days
next after the same becomes due, or if each and every the agreements,
stipulations, conditions and covenants of said note and this mortgage, or
either, are not fully performed, complied with and abided by, then the entire
sum mentioned in said note, and this mortgage, or the entire balance unpaid
thereon, shall forthwith or thereafter, at the option of the mortgagee,
become and be due and payable, anything in said note or herein to the
contrary notwithstanding. Failure by the mortgagee to exercise any of the
rights or options herein provided shall not constitute a waiver of any rights
or options under said note or this mortgage accrued or thereafter accruing.
IN WITNESS WHEREOF, the said mortgagor has hereunto signed and sealed
these presents the day and year first above written.
Signed, sealed and delivered in the presence of:
/s/ Edward W. Becht /s/ Ronald Perella
- ----------------------------- --------------------------- LS
EDWARD W. BECHT RONALD PERELLA
/s/ Deborah N. Brownell
- ----------------------------- --------------------------- LS
DEBORAH N. BROWNELL
- ----------------------------- --------------------------- LS
- ----------------------------- --------------------------- LS
STATE OF FLORIDA,
COUNTY OF ST. LUCIE
I HEREBY CERTIFY that on this day, before me, an
officer duly authorized in the State aforesaid and in the County aforesaid to
take acknowledgments, personally appeared RONALD PERELLA, who is ___personally
known or _x_has produced FLA Driver License #P640 735 44 1740 as
identification, and who is to me known to be the person described in
and who executed the foregoing instrument and he acknowledged before me
that he executed the same.
WITNESS my hand and official seal in the County and State last aforesaid
this 17th day of June A.D. 1994.
/s/ Deborah N. Brownell
---------------------------
Notary Public
My Commission Expires: (Seal)
DEBORAH N. BROWNELL
MY COMMISSION # CC 329279
EXPIRES: December 7, 1997
Bonded Thru Notary Public Underwriters
<PAGE>
TO HAVE AND TO HOLD the same, together with the tenements, hereditaments
and appurtenances thereto belonging, and the rents, issues and profits
thereof, unto the mortgagee, in fee simple
AND the mortgagor covenants with the mortgagee that the mortgagor is
indefeasibly seized of said land in fee simple; that the mortgagor has good
right and lawful authority to convey said land as aforesaid; that the
mortgagor will make such further assurances to perfect the fee simple title
to said land in the mortgagee as may reasonably be required; that the
mortgagor hereby fully warrants the title to said land and will defend the
same against the lawful claims of all persons whomsoever; and that said land
is free and clear of all encumbrances except property taxes for the year 1994
and all subsequent years, which are not yet due and owing.
PROVIDED ALWAYS, that if said mortgagor shall pay unto said mortgagee the
certain promissory note hereinafter substantially copied or identified, to
wit:
$35,000.00 Fort Pierce, Florida June 17, 1994
- ------------- -----------------
FOR VALUE RECEIVED, the undersigned, jointly and severally, promise
to pay to the order of PHILIP H. WAGNER and ILSA S. WAGNER, his wife,
THIRTY FIVE THOUSAND and NO/CENTS ($35,000.00) ----------- DOLLARS,
at 7601 Arthurs Road, Fort Pierce, Florida 34951 or such other place as
the holder hereof may designate in writing, together with interest from date
at the rate of eight (8%) per centum per annum, on the unpaid balance until
maturity. The said principal and interest shall be due and payable
By the payment of $424.78 upon principal and interest commencing the
17th day of July, 1994, and upon the same day of each month
thereafter, through and including the 17th day of May, 2004,
together with a final payment upon the 17th day of June, 2004, in
the amount of $401.27.
If default be made for 15 days in the payment of any installment of
principal or interest or any part thereof, the whole sum then remaining
unpaid with interest shall at holder's option become due and payable
without notice. Failure to exercise such option shall not constitute a
waiver of the right to exercise the same in the event of subsequent
default. After maturity both principal and accrued interest shall bear
interest at 12 per centum per annum until paid. The makers and endorsers
of this note further waive demand, notice of non-payment and protest. If
this note is not paid at maturity and the same is placed with an attorney
for collection, the makers and endorsers hereof agree to pay all costs of
collection, including all court costs and reasonable attorney fees.
/s/ Ronald Perella
------------------------- (SEAL)
RONALD PERELLA
------------------------- (SEAL)
P.O. Box 312
------------------------- (SEAL)
McDonald, PA 15057
------------------------- (SEAL)
------------------------- (SEAL)
<PAGE>
Return to: (enclose self-addressed stamped envelope) MORTGAGE DEED
LONG FORM
RAMCO FORM RE6
Name JOHN T. BRENNAN, ESQUIRE
Address: Courthouse Box 9
This Instrument Prepared by:
JOHN T. BRENNAN, ESQUIRE
Address: P.O. Box 3779
Ft. Pierce, Florida 34948-3779
(407) 461-2310
- -----------------------------------------
SPACE ABOVE THIS LINE FOR PROCESSING DATA
----------------------------------------
SPACE ABOVE THIS LINE FOR RECORDING DATA
THIS MORTGAGE DEED
Executed the 17th day of June A.D. 1994 by
RONALD PERELLA,
hereinafter called the mortgagor, to
PHILIP H. WAGNER and ILSA S. WAGNER, his wife,
hereinafter called the mortgagee:
(Wherever used herein the terms "mortgagor" and "mortgagee" include all
the parties to this instrument and the heirs, legal representatives and
assigns of individuals, and the successors and assigns of corporations;
and the term "note" includes all the notes herein described if more
than one.)
WITNESSETH, that for good and valuable considerations, and also in
consideration of the aggregate sum named in the promissory note of even date
herewith, hereinafter described, the mortgagor hereby grants, bargains,
sells, aliens, remises, conveys and confirms unto the mortgagee all the
certain land of which the mortgagor is now seized and in possession situate
in ST. LUCIE County, Florida, viz:
From the Southwest corner of the Northwest 1/4 of Section 13,
Township 35 South, Range 39 East, run East along the East-
West one-quarter section line to the East right-of-way line
of Kings Highway for point of beginning; thence continue East
along said one-quarter section line a distance of 333.4 feet;
thence run North, parallel with the West line of said Section
a distance of 143 feet; thence run West a distance of 333.4
feet to a point on the East right-of-way line of said Kings
Highway which is 143 feet North of the Point of Beginning;
thence run South to the Point of Beginning.
TAX ID NO. 2312-233-0003-000/4
THIS IS A PURCHASE MONEY FIRST MORTGAGE.
THE HEREIN DESCRIBED PROPERTY IS NOT THE HOMESTEAD OF THE
MORTGAGOR NOR CONTIGUOUS THERETO, THE MORTGAGORS' RESIDENCE
IS: 7601 Arthurs Road, Fort Pierce, Florida 34951.
The Mortgagors further agree to pay all taxes, assessments and utilities that
may be levied and assessed against the property herein, subsequent to the
date hereof, and agree that if the Mortgagor shall fail to keep the property
insured or to pay any premiums or pay taxes, assessments or utilities, then
the Mortgagee, if it so elects, may pay the same and the amount so paid shall
be secured by this Mortgage, and repaid with interest by Mortgagor by written
notice thereof. Failure to make such payments shall be deemed a default of
the Note secured hereby in this Mortgage.
<PAGE>
$35,000.00 Fort Pierce, Florida June 17, 1994
- ---------------- --------------
FOR VALUE RECEIVED, the undersigned, jointly and severally, promise
to pay to the order of PHILIP H. WAGNER and ILSA S. WAGNER, his wife,
THIRTY FIVE THOUSAND and NO/CENTS ($35,000.00)-----------------DOLLARS,
at 7601 Arthurs Road, Fort Pierce, Florida 34951 or such other place as
the holder hereof may designate in writing, together with interest from date
at the rate of eight (8%) per centum per annum, on the unpaid balance until
maturity. The said principal and interest shall be due and payable
By the payment of $424.78 upon principal and interest commencing
the 17th day of July, 1994, and upon the same day of each month
thereafter, through and including the 17th day of May, 2004,
together with a final payment upon the 17th day of June, 2004, in
the amount of $401.27.
If default be made for 15 days in the payment of any installment of
principal or interest or any part thereof, the whole sum then remaining
unpaid with interest shall at holder's option become due and payable
without notice. Failure to exercise such option shall not constitute a
waiver of the right to exercise the same in the event of subsequent
default. After maturity both principal and accrued interest shall bear
interest at 12 per centum per annum until paid. The makers and endorsers
of this note further waive demand, notice of non-payment and protest. If
this note is not paid at maturity and the same is placed with an attorney
for collection, the makers and endorsers hereof agree to pay all costs of
collection, including all court costs and reasonable attorney fees.
/s/ Ronald Perella
------------------------- (SEAL)
RONALD PERELLA
------------------------- (SEAL)
P.O. Box 312
------------------------- (SEAL)
McDonald, PA 15057
------------------------- (SEAL)
------------------------- (SEAL)
6/17/94 - THIS ORIGINAL PROMISSORY NOTE WAS RECEIVED AND TAKEN BY
PHILIP H. WAGNER THIS 17TH DAY OF JUNE, 1994.
BY: /s/ Philip H. Wagner
----------------------
PHILIP H. WAGNER
<PAGE>
<TABLE>
<CAPTION>
POLICY/ENDORSEMENT CALCULATION WORKSHEET
ATTORNEYS' TITLE INSURANCE FUND, INC.
- --------------------------------------------------------------------------------------------------------------------------------
POLICY TYPE & NO.: AGENT'S FILE REF: WAGNER/PERELLA AGENT NUMBER: 4405
- --------------------------------------------------------------------------------------------------------------------------------
PROMULGATED PREMIUM DUE
RATE X30% THE FUND
------------------------------------
<S> <C> <C> <C>
POLICY INFORMATION:
Amount of Insurance $ 70,000.00 Original Issue Promulgated Rate $ 402.50 A 120.75
--------------------- ------------ -----------
Commitment #: $ 70,000.00
---------------------------- --------------
Simultaneous Policy #: $ .00 Add $25.00* $ .00 B .00
-------------------- -------------- ------------ -----------
Prior Owners Policy #: $ .00 Less Reissue Credit
------------------- -------------- (If applicable) $ .00 C .00
(If other than Fund Policy, copy must be attached) ------------ -----------
Single policy - minimum promulgated $100.00, if with a
Simultaneous policy - minimum promulgated $125.00
POLICY(IES) PROMULGATED RATE (A + B - C) $ 402.50 D 120.75
- --------------------------------------------------------------------------------------------------------------------------------
I. ENDORSEMENTS PER RULE 4-21.005(8) (a) and (b):
Place an "X" next to applicable endorsements and complete the
promulgated calculation.
__ Florida Endorsement Form 9 (FF9)
Promulgated for the policy(ies) above $ 402.50 (D) x 10% = $ .00 E .00
------------- ----------- -----------
__ Navigational Servitude Endorsement (NSE)
Promulgated for the policy(ies) above $ 402.50 (D) x 10% = $ .00 F .00
-------------
- --------------------------------------------------------------------------------------------------------------------------------
II. ENDORSEMENTS PER RULE 4-21.005(8) (c) thru (l):
Place an "X" next to applicable endorsements, indicate property type, and
complete the calculation.
NOTE: If an endorsement is issued to both Owner's Policy and Mortgagee
Policy, promulgated rates must be charged for both endorsements.
___ Shared Appreciation Endorsement (SAE) ___ Balloon Mortgage Endorsement (BME)
___ Additional Interest Endorsement (AIE) ___ Assignment of Mortgage Endorsement (AME)**
___ Option Endorsement (OE) ___ Construction Loan Update Endorsement (CLU)**
___ Change of Partners Endorsement (CPE) ___ Contiguity Endorsement (CE)**
___ Foreign Currency Endorsement (FCE) ___ Survey Endorsement (SE)**
**COPIES MUST BE ATTACHED TO POLICY
/X/ 1-4 Family Residential
No. of Endorsements issued 0 x $25.00 = $ .00 G .00
--------------- ------------ -----------
/ / Commercial or greater than 1-4 family residential
No. of Endorsements issued x $100.00 = $ .00 H .00
---------------
- --------------------------------------------------------------------------------------------------------------------------------
III. ENDORSEMENTS PER RULE 4-21.005(6):
Place an "X" next to the applicable endorsements below and complete the
promulgated calculation:
___ ALTA 4 ___ ALTA 5 ___ ALTA 6 ___ ALTA 6.1 ___ ALTA 6.2
___ ALTA 7 ___ ALTA 8.1 ___ Revolving Credit Endorsement
No. of Endorsements issued 0 x $25.00 each = $ .00 I .00
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL PROMULGATED RATE AND UNDERWRITING PREMIUM DUE THE FUND
FOR POLICY(IES) AND ENDORSEMENT(S) (D + E + F + G + H + I)
Remittance sent with commitment ___ Yes _X_ No $ 402.50 X30% 120.75
- --------------------------------------------------------------------------------------------------------------------------------
*IF THE SIMULTANEOUS MORTGAGEE POLICY EXCEEDS THE OWNERS POLICY, CALCULATE THE
PROMULGATED RATE FOR THE AMOUNT OF THE MORTGAGEE POLICY IN EXCESS OF THE OWNERS
POLICY, AND ADD $25.00. FOR FUND USE
-------------------------------
REMARKS: PREMIUM
-------------------------------
DUE
-------------------------------
REFUND
-------------------------------
D.C.
-------------------------------
</TABLE>
<PAGE>
STATE OF FLORIDA
COUNTY OF ST. LUCIE
BUYER(S) -- RONALD PERELLA
SELLER(S) -- PHILIP H. WAGNER
LENDER -- PHILIP H. WAGNER
PROPERTY ADDRESS -- KINGS HIGHWAY, FT. PIERCE, FLORIDA
PROPERTY LEGAL --
FROM THE SOUTHWEST CORNER OF THE NORTHWEST 1/4 OF SECTION 13, TOWNSHIP 35
SOUTH, RANGE 39 EAST, RUN EAST ALONG THE EAST-WEST ONE-QUARTER SECTION LINE
TO THE EAST RIGHT OF WAY LINE OF KINGS HIGHWAY FOR POINT OF BEGINNING; THENCE
CONTINUE EAST ALONG SAID ONE-QUARTER SECTION LINE A DISTANCE OF 333.4 FEET;
THENCE RUN NORTH, PARALLEL WITH THE WEST LINE OF SAID SECTION A DISTANCE
OF 143 FEET; THENCE RUN WEST A DISTANCE OF 333.4 FEET TO A POINT ON THE EAST
RIGHT-OF-WAY LINE OF SAID KINGS HIGHWAY WHICH IS 143 FEET NORTH OF THE POINT
OF BEGINNING; THENCE RUN SOUTH TO THE POINT OF BEGINNING.
TAX ID NO. 2312-233-0003-000/4
CLOSING AGENT--JOHN T. BRENNAN, ESQUIRE
FURTHER ASSURANCE AGREEMENT
For and in consideration of the Lender this date funding the closing of
its loan and/or Closing Agent disbursing proceeds of this sale and/or loan;
accuracy of settlement statements, deeds, mortgages and other documents of
closing in this transaction, the undersigned do mutually agree to cooperate,
adjust, initial, re-execute and re-deliver any and all closing documents if
deemed necessary or desireable in the reasonable discretion of Lender and/or
Closing Agent. It is the intention of the undersigned that all documentation
for this transaction and all payments or disbursements made shall be an
accurate reflection of the parties' agreement; that each party shall pay all
costs and expenses contemplated by their agreement and/or dictated by custom
and usage in this area; and, that Closing Agent shall be relieved of the
burdens of Section 697.10, Florida Statutes, by this Assurance.
The undersigned do hereby agree and covenant to assure that this
transaction and its documentation will conform to the parties' agreement or
Lender's requirements and it is understood that Lender and Closing Agent will
rely upon this agreement and the covenants herein in closing this transaction.
DATED this 17th day of June, 1994.
WITNESSES:
/s/ Edward W. Becht /s/ Philip H. Wagner
- ----------------------------- ---------------------------------
EDWARD W. BECHT PHILIP H. WAGNER
/s/ Deborah N. Brownell
- -----------------------------
DEBORAH N. BROWNELL
/s/ Edward W. Becht /s/ Ronald Perella
- ----------------------------- ---------------------------------
EDWARD W. BECHT RONALD PERELLA
/s/ Deborah N. Brownell
- -----------------------------
DEBORAH N. BROWNELL
SWORN TO AND SUBSCRIBED before me this 17th day of June, 1994, who are
___personally known to me or _x_have produced FLA Driver License Nos as
identification, and ___did _x_did not take an oath.
Philip H. Wagner #W256 668 36 3420
Ronald P. Perella #P640 735 44 1740
/s/ Deborah N. Brownell
-----------------------------
Notary Public
My Commission Expires:
(SEAL)
DEBORAH N. BROWNELL
MY COMMISSION # CC 329279
EXPIRES: December 7, 1997
Bonded Thru Notary Public Underwriters
<PAGE>
AFFIDAVIT OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee (buyer)
of a U.S. real property interest must withhold tax if the transferor (seller)
is a foreign person. To inform the transferee (buyer) that withholding of tax
is not required upon my disposition of a U.S. real property interest, I,
PHILIP H. WAGNER, hereby certify the following:
1. That I am the owner of the following described property, to wit:
From the Southwest corner of the Northwest 1/4 of Section 13,
Township 35 South, Range 39 East, run East along the East-
West one-quarter section line to the East right of way line of
Kings Highway for point of beginning; thence continue East
along said one-quarter section line a distance of 333.4 feet;
thence run North, parallel with the West line of said Section a
distance of 143 feet; thence run West a distance of 333.4 feet to
a point on the East right-of-way line of said Kings Highway
which is 143 feet North of the Point of Beginning; thence run
South to the Point of Beginning.
TAX ID NO. 2312-233-0003-000/4
2. That I am not a non-resident alien for the purposes of U.S. income
taxation.
3. That the Estate's U.S. taxpayer identification number or social
security number is:
###-##-####
-------------
4. That my residence address is 7601 Arthurs Road, Fort Pierce, Florida
34951.
5. That this certification is made for the purpose of inducing RONALD
PERELLA to acquire the above mentioned property from me.
6. I understand that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete.
DATED this 17th day of June, 1994.
/s/ Philip H. Wagner
-----------------------
PHILIP H. WAGNER
STATE OF FLORIDA
COUNTY OF ST. LUCIE
BEFORE ME, personally appeared PHILIP H. WAGNER, who is ___personally
known to me or _x_has produced FLA Driver License #W256 668 36 3420 as
identification.
WITNESS my hand and official seal this 17th day of June, 1994.
/s/ Deborah N. Brownell
-----------------------------
Notary Public
My Commission Expires:
(SEAL)
DEBORAH N. BROWNELL
MY COMMISSION # CC 329279
EXPIRES: December 7, 1997
Bonded Thru Notary Public Underwriters
<PAGE>
Return to: (enclose self-addressed stamped envelope) MORTGAGE DEED
LONG FORM
RAMCO FORM RE6
Name JOHN T. BRENNAN, ESQUIRE
Address: Courthouse Box 9
This Instrument Prepared by:
JOHN T. BRENNAN, ESQUIRE
Address: P.O. Box 3779
Ft. Pierce, Florida 34948-3779
(407) 461-2310
- -----------------------------------------
SPACE ABOVE THIS LINE FOR PROCESSING DATA
----------------------------------------
SPACE ABOVE THIS LINE FOR RECORDING DATA
THIS MORTGAGE DEED
Executed the 17th day of June A.D. 1994 by
RONALD PERELLA,
hereinafter called the mortgagor, to
PHILIP H. WAGNER and ILSA S. WAGNER, his wife,
hereinafter called the mortgagee:
(Wherever used herein the terms "mortgagor" and "mortgagee" include all
the parties to this instrument and the heirs, legal representatives and
assigns of individuals, and the successors and assigns of corporations;
and the term "note" includes all the notes herein described if more
than one.)
WITNESSETH, that for good and valuable considerations, and also in
consideration of the aggregate sum named in the promissory note of even date
herewith, hereinafter described, the mortgagor hereby grants, bargains,
sells, aliens, remises, conveys and confirms unto the mortgagee all the
certain land of which the mortgagor is now seized and in possession situate
in ST. LUCIE County, Florida, viz:
From the Southwest corner of the Northwest 1/4 of Section 13,
Township 35 South, Range 39 East, run East along the East-
West one-quarter section line to the East right-of-way line
of Kings Highway for point of beginning; thence continue East
along said one-quarter section line a distance of 333.4 feet;
thence run North, parallel with the West line of said Section
a distance of 143 feet; thence run West a distance of 333.4
feet to a point on the East right-of-way line of said Kings
Highway which is 143 feet North of the Point of Beginning;
thence run South to the Point of Beginning.
TAX ID NO. 2312-233-0003-000/4
THIS IS A PURCHASE MONEY FIRST MORTGAGE.
THE HEREIN DESCRIBED PROPERTY IS NOT THE HOMESTEAD OF THE
MORTGAGOR NOR CONTIGUOUS THERETO, THE MORTGAGORS' RESIDENCE
IS: 7601 Arthurs Road, Fort Pierce, Florida 34951.
The Mortgagors further agree to pay all taxes, assessments and utilities that
may be levied and assessed against the property herein, subsequent to the
date hereof, and agree that if the Mortgagor shall fail to keep the property
insured or to pay any premiums or pay taxes, assessments or utilities, then
the Mortgagee, if it so elects, may pay the same and the amount so paid shall
be secured by this Mortgage, and repaid with interest by Mortgagor by written
notice thereof. Failure to make such payments shall be deemed a default of
the Note secured hereby in this Mortgage.
<PAGE>
TO HAVE AND TO HOLD the same, together with the tenements, hereditaments
and appurtenances thereto belonging, and the rents, issues and profits
thereof, unto the mortgagee, in fee simple
AND the mortgagor covenants with the mortgagee that the mortgagor is
indefeasibly seized of said land in fee simple; that the mortgagor has good
right and lawful authority to convey said land as aforesaid; that the
mortgagor will make such further assurances to perfect the fee simple title
to said land in the mortgagee as may reasonably be required; that the
mortgagor hereby fully warrants the title to said land and will defend the
same against the lawful claims of all persons whomsoever; and that said land
is free and clear of all encumbrances except property taxes for the year 1994
and all subsequent years, which are not yet due and owing.
PROVIDED ALWAYS, that if said mortgagor shall pay unto said mortgagee the
certain promissory note hereinafter substantially copied or identified, to
wit:
$35,000.00 Fort Pierce, Florida June 17, 1994
- ------------- -----------------
FOR VALUE RECEIVED, the undersigned, jointly and severally, promise
to pay to the order of PHILIP H. WAGNER and ILSA S. WAGNER, his wife,
THIRTY FIVE THOUSAND and NO/CENTS ($35,000.00) ----------- DOLLARS,
at 7601 Arthurs Road, Fort Pierce, Florida 34951 or such other place as
the holder hereof may designate in writing, together with interest from date
at the rate of eight (8%) per centum per annum, on the unpaid balance until
maturity. The said principal and interest shall be due and payable
By the payment of $424.78 upon principal and interest commencing the
17th day of July, 1994, and upon the same day of each month
thereafter, through and including the 17th day of May, 2004,
together with a final payment upon the 17th day of June, 2004, in
the amount of $401.27.
If default be made for 15 days in the payment of any installment of
principal or interest or any part thereof, the whole sum then remaining
unpaid with interest shall at holder's option become due and payable
without notice. Failure to exercise such option shall not constitute a
waiver of the right to exercise the same in the event of subsequent
default. After maturity both principal and accrued interest shall bear
interest at 12 per centum per annum until paid. The makers and endorsers
of this note further waive demand, notice of non-payment and protest. If
this note is not paid at maturity and the same is placed with an attorney
for collection, the makers and endorsers hereof agree to pay all costs of
collection, including all court costs and reasonable attorney fees.
/s/ Ronald Perella
------------------------- (SEAL)
RONALD PERELLA
------------------------- (SEAL)
P.O. Box 312
------------------------- (SEAL)
McDonald, PA 15057
------------------------- (SEAL)
------------------------- (SEAL)
<PAGE>
and shall perform, comply with and abide by each and every the agreements,
stipulations, conditions and covenants thereof, and of this mortgage, then
this mortgage and the estate hereby created, shall cease, determine and be
null and void.
AND the mortgagor hereby further covenants and agrees to pay promptly when
due the principal and interest and other sums of money provided for in said
note and this mortgage, or either; to pay all and singular the taxes,
assessments, levies, liabilities, obligations, and encumbrances of every
nature on said property; to permit, commit or suffer no waste, impairment or
deterioration of said land or the improvements thereon at any time; to keep
the buildings now or hereafter on said land fully insured in a sum of not
less than full insurable value in a company or companies acceptable to the
mortgagee, the policy or policies to be held by, and payable to, said
mortgagee, and in the event any sum of money becomes payable by virtue of
such insurance the mortgagee shall have the right to receive and apply the
same to the indebtedness hereby secured, accounting to the mortgagor for any
surplus; to pay all costs, charges, and expenses, including lawyer's fees and
title searches, reasonably incurred or paid by the mortgagee because of the
failure of the mortgagor to promptly and fully comply with the agreements,
stipulations, conditions and covenants of said note and this mortgage, or
either; to perform, comply with and abide by each and every the agreements,
stipulations, conditions and covenants set forth in said note and this
mortgage or either. In the event the mortgagor fails to pay when due any tax,
assessment, insurance premium or other sum of money payable by virtue of
said note and this mortgage, or either, the mortgagee may pay the same,
without waiving or affecting the option to foreclose or any other right
hereunder, and all such payments shall bear interest from date thereof at the
highest lawful rate then allowed by the laws of the State of Florida.
IF any sum of money herein referred to be not promptly paid within 15 days
next after the same becomes due, or if each and every the agreements,
stipulations, conditions and covenants of said note and this mortgage, or
either, are not fully performed, complied with and abided by, then the entire
sum mentioned in said note, and this mortgage, or the entire balance unpaid
thereon, shall forthwith or thereafter, at the option of the mortgagee,
become and be due and payable, anything in said note or herein to the
contrary notwithstanding. Failure by the mortgagee to exercise any of the
rights or options herein provided shall not constitute a waiver of any rights
or options under said note or this mortgage accrued or thereafter accruing.
IN WITNESS WHEREOF, the said mortgagor has hereunto signed and sealed
these presents the day and year first above written.
Signed, sealed and delivered in the presence of:
/s/ Edward W. Becht /s/ Ronald Perella
- ----------------------------- --------------------------- LS
EDWARD W. BECHT RONALD PERELLA
/s/ Deborah N. Brownell
- ----------------------------- --------------------------- LS
DEBORAH N. BROWNELL
- ----------------------------- --------------------------- LS
- ----------------------------- --------------------------- LS
STATE OF FLORIDA,
COUNTY OF ST. LUCIE
I HEREBY CERTIFY that on this day, before me, an
officer duly authorized in the State aforesaid and in the County aforesaid to
take acknowledgments, personally appeared RONALD PERELLA, who is ___personally
known or _x_has produced FLA Driver License #P640 735 44 1740 as
identification, and who is to me known to be the person described in
and who executed the foregoing instrument and he acknowledged before me
that he executed the same.
WITNESS my hand and official seal in the County and State last aforesaid
this 17th day of June A.D. 1994.
/s/ Deborah N. Brownell
---------------------------
Notary Public
My Commission Expires: (Seal)
DEBORAH N. BROWNELL
MY COMMISSION # CC 329279
EXPIRES: December 7, 1997
Bonded Thru Notary Public Underwriters
<PAGE>
JoAnne Holman, Clerk of the Circuit Court - St. Lucie County
File Number: 1342312 OR BOOK 0913 PAGE 2538
Recorded: 08-05-94 12:21 P.M.
* Doc Assump: $ 0.00
* Doc Tax : $ 490.00
* Int Tax : $ 0.00
This instrument prepared by
and return to:
EDWARD W. BECHT, ESQUIRE
Post Office Box 2746
Fort Pierce, Florida 34954
Courthouse Box #3
Property Tax I.D.: 2312-233-0003-000/4
WARRANTY DEED
THIS WARRANTY DEED made the 22nd day of July, 1994, by RONALD PERELLA, a
single adult, whose post office address is 3207 S. Lakeview Circle, Fort
Pierce, Florida 34949, hereinafter called the grantor, to FLORIDA GAMING
CORPORATION OF DELAWARE, a Delaware corporation, whose post office address is
1750 south Kings Highway, Fort Pierce, Florida 34945-3094, hereinafter called
the grantee:
(Whenever used herein the terms "grantor" and "grantee" include all the
parties to this instrument and the heirs, legal representatives, and
assigns of individuals, and the successors and assigns of corporations.)
WITNESSETH, That the grantor, for and in consideration of the sum of
$10.00 and other valuable considerations, receipt whereof is hereby
acknowledged, hereby grants, bargains, sells, aliens, remises, releases,
conveys and confirms unto the grantee, all that certain land situate in St.
Lucie County, FLORIDA, viz:
From the Southwest corner of the Northwest 1/4 of Section 13,
Township 35 South, Range 39 East, St. Lucie County, Florida, run East
along the East-West one-quarter section line to the East right-of-way of
Kings Highway for Point of Beginning; thence continue East along said
one-quarter section line a distance of 333.4 feet; thence run North,
parallel with the West line of said Section a distance of 143 feet;
thence run West, a distance of 333.4 feet to a point on the East
right-of-way line of said Kings Highway which is 143 feet North of the
Point of Beginning; thence run South to the Point of Beginning.
GRANTOR covenants, represents and affirms that the above-described
property is not now nor has it ever been his residence or homestead
and that Grantor's residence address is 3207 S. Lakeview Circle, Fort
Pierce, Florida 34951.
SUBJECT to that certain Mortgage in favor of Philip H. Wagner and Ilsa
S. Wagner, his wife, dated the 17th day of June, 1994 which Grantee here
in assumes and expressly agrees to pay.
TOGETHER with all the tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND the grantor hereby covenants with said grantee that the grantor is
lawfully seized of said land in fee simple; that the grantor has good right
and lawful
<PAGE>
authority to sell and convey said land; that the grantor hereby fully warrants
the title to said land and will defend the same against the lawful claims
of all persons whomsoever; and that said land is free of all encumbrances,
except taxes accruing subsequent to December 31, 1993.
IN WITNESS WHEREOF, The said grantor has signed and sealed these presents
the day and year first above written.
Signed, sealed and delivered in
the presence of:
/s/ Edward W. Becht /s/ Ronald P. Perella
- ------------------------------------ ----------------------------------
Print: Edward W. Becht Ronald Perella, a single adult
-----------------------------
/s/ Jane E. Forbes
- ------------------------------------
Print: Jane E. Forbes
-----------------------------
STATE OF FLORIDA
COUNTY OF ST. LUCIE
The foregoing instrument was acknowledged before me this 22nd day of
July, 1994, by Ronald Perella, who is personally known to me _x_, or who
has produced _____________________ as identification and who did ____/did
not _x_ take an oath.
/s/ Jane E. Forbes
----------------------------------
Print: Jane E. Forbes
---------------------------
Title: Notary Public
---------------------------
Serial No:
-----------------------
My Commission expires:
NOTARY PUBLIC STATE OF FLORIDA
MY COMMISSION EXP. APR.23, 1995
BONDED THRU GENERAL INS. UND.
<PAGE>
PROMISSORY NOTE
$362,480.00 Fort Pierce, Florida
Date: January 31, 1995
FOR VALUE RECEIVED, the undersigned FLORIDA GAMING CORP, a Delaware
corporation (the "Borrower") promises to pay to the order of FIRST ST. LUCIE
ASSOCIATES, INC., a Florida corporation, its successors and/or assigns, at
FIRST ST. LUCIE ASSOCIATES, INC., % David Zugman, Hoch, Frey and Zugman, 4875
North Federal Highway, Fort Lauderdale, FL 33308, or at such other place or
places as the holder of this Note from time to time may designate in writing,
the principal sum of Three Hundred Sixty Two Thousand Four Hundred Eighty and
00/100 DOLLARS ($362,480.00), in lawful money of the United States (the
"Loan"), together with interest in like lawful money from the date funds are
advanced under this Note at the applicable annual rates set forth below, to
be computed on the basis of an assumed year of 365 days.
1. INTEREST RATE AND REPAYMENT TERMS: This note shall bear interest as
follows:
a. For the first (1st) year of this note, this note shall bear
interest at eight percent (8%) on the unpaid balance. Payments
shall be made monthly on the first day of each month in the amount
of two thousand six hundred fifty-five and 37/100 dollars ($2,655.37)
starting March 1, 1995, ending February 1 1996.
b. For the second (2nd) and third (3rd) years of this note, this note
shall bear interest at nine percent (9%) on the unpaid balance.
Payments shall be made monthly on the first day of each month in
the amount of four thousand five hundred forty-seven and 61/100
dollars ($4,547.61) starting March 1, 1996, ending February 1 1998.
c. For the fourth (4th) and fifth (5th) years of this note, this
note shall bear interest at an interest rate which will be based
on the "Wall Street Journal", prime rate plus 2%, to be determined
by the "Wall Street Journal" edition published February 1, 1998, or
nine and one-half percent (9 1/2%), whichever is greater. Payments
shall be made monthly on the first day of each month in an amount
to be calculated on February 1, 1998 by utilizing the then calculated
interest rate or nine and one-half percent (9 1/2 %), whichever is
greater and amortizing the then remaining outstanding balance over
a period of one hundred and twenty (120) months. If this monthly
amortized amount is less than four thousand sixteen and 55/100
dollars ($4,016.55), then the monthly payment shall be four thousand
sixteen and 55/100 dollars ($4,016.55). The newly calculated monthly
payment shall start on March 1, 1998 and end on February 1, 2000.
d. The entire unpaid principal balance and accrued interest shall be
due and payable in full on February 1, 2000.
Such installments shall be first applied to the interest then principal.
2. MATURITY DATE: The entire outstanding principal balance of the Note
and any unpaid charges or interest accrued on the Note, shall be due and
payable in full on February 1, 2000.
3. ACCELERATION OF MATURITY: If a default in the payment of any sum due
under this Note occurs and continues for thirty (30) days, then at Payee's
option, the entire unpaid principal balance of the Loan, together with all
unpaid interest accrued on the Loan
1
<PAGE>
and all other sums owing under this Note or the Mortgage, shall immediately
become due and payable without notice.
4. LATE PAYMENT: If the note holder has not received the full amount of
any monthly payment within fifteen (15) calendar days after the date is due, a
late charge shall be payable to the note holder equivalent to five percent
(5%) of such overdue payment.
5. DEFAULT RATE OF INTEREST: Irrespective of any acceleration of
maturity, at Payee's option, the entire unpaid principal balance of the Loan
shall bear interest until paid at an augmented annual rate (the "Default
Rate") from and after the natural or accelerated maturity of this Note, or
from and after the occurrence of any other default (whether concerned with
the payment of money or otherwise), provided, however, that after judgment
all such sums shall bear interest at the greater of the Default Rate of the
rate prescribed by applicable law for judgments. The Default Rate shall be
the maximum interest rate permitted by applicable law.
6. RIGHTS AND REMEDIES OF PAYEE: Payee's delay in exercising or failure
to exercise any rights or remedies to which Payee may be entitled in the
event of any default shall not constitute a waiver of Payee's right to
exercise its Default Rate option, its right to accelerate the maturity of the
Loan or any other rights or remedies in the event of any subsequent default,
whether of the same or a different nature, nor shall any single or partial
exercise of any right or remedy by Payee preclude any other or further
exercise of that or any other right or remedy.
7. ATTORNEYS' FEES: If this Note is placed in the hands of an attorney
for collection or is collected through any legal proceeding, Borrower
promises to pay Payee's costs, disbursements and attorneys' fees, incurred
in connection therewith, including those incurred for appellate proceedings.
8. WAIVERS: Borrower and all endorsers, sureties, guarantors and all
persons liable or to become liable on this Note, jointly and severally waive
demand, presentment, protest, notice of dishonor, the right to trial by jury
in any action or proceeding brought in connection with this Note, any right
of set-off.
9. GOVERNING LAW: This Note shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
10. SEVERABILITY: Any determination by a Court of competent jurisdiction
that any provision of this Note is not valid or enforceable as specifically
set forth shall not result in such provision being declared invalid, but the
same shall be modified, if possible, in such a manner so as to result in the
same being valid and enforceable to the maximum extent permitted by law; if
such modification is not possible, then such provision shall be deemed
stricken and severed from this Note and the remaining provisions shall remain
in full force and effect.
11. MISCELLANEOUS: This note may be prepaid in whole or in part at any
time without penalty. Time shall be of the essence with respect to the terms
of this Note. The term "Payee" shall be deemed to include any subsequent
holder(s) of this Note. Whenever used in this Note and unless the context
otherwise requires, words in the singular include the plural, words in the
plural include the singular, and pronouns of any gender include the other
genders. Captions and paragraph headings in this Note are for convenience only
and shall not affect its interpretation.
12. MORTGAGE: This Note is secured by a First Mortgage of even date.
2
<PAGE>
13. ANTI-USURY CLAUSE: Should the acceleration hereof or any charges made
hereunder result in the computation or earning of interest in excess of such
legal rate, any and all such excess shall be and the same is hereby waived by
the holder hereof, and any such excess shall be credited by the holder to the
balance hereof.
FLORIDA GAMING CORPORATION
By: /s/ William B. Collett, Jr.
------------------------------
Signature
William B. Collett, Jr.
------------------------------
Print Name
Exec. Vice President
------------------------------
Print Title
g:/real/promfslc.not
<PAGE>
APPENDIX B
1995 CHIEF EXECUTIVE OFFICER STOCK OPTION GRANT
THIS 1995 CHIEF EXECUTIVE OFFICER STOCK OPTION GRANT is made by FLORIDA
GAMING CORPORATION, a Delaware corporation (the "Company") to W. Bennett Collett
(the "Optionee") to memorialize and evidence the grant, on May 8, 1995, of an
option (the "Option") to purchase 300,000 shares of $.1O par value common stock
of the Company ("Common Stock"), subject to the following terms and conditions:
1. The Option shall terminate unless ratified by the shareholders of the
Company prior to its exercise.
2. The Option shall vest on May 8, 1995 and shall be exercisable in whole or
in part, from time to time, on and after November 8, 1995.
3. The Option shall expire on May 8, 2000.
4. The Purchase Price (herein so called) of each share of Common Stock subject
to the Option shall be $5.00.
5. The Option may be exercised in whole or in part, from time to time, by the
Optionee tendering to the Company the aggregate Purchase Price of the
shares of Common Stock being purchased.
6. The Option shall be non-transferable except by operation of law.
7. The number of shares of Common Stock with respect to which the Option is
granted and the Purchase Price of such shares shall be appropriately
adjusted for any increase or decrease in the number of shares of issued
Common Stock resulting from a subdivision or consolidation of such shares
through a reorganization, recapitalization, stock split-up, stock
distribution or combination of shares, or the payment of a Conmon Stock
dividend or other increase or decrease in the number of shares effected
without receipt of consideration by the Company.
8. The obligation of the Company to sell and deliver Common Stock pursuant to
the Option shall be subject to all applicable laws, rules and regulations,
including, without limitation, all applicable federal and state securities
laws.
9. Upon the exercise of the Option, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to
satisfy all federal, state and local withholding tax requirements.
10. All questions pertaining to the validity, construction and administration
of this Plan shall be governed by the laws of the State of Delaware.
EXECUTED as of May 8, 1995. FLORIDA GAMING CORPORATION
By: /s/ Timothy L. Hensley
--------------------------------
Timothy L. Hensley
Executive Vice President,
Treasurer and Chief
Financial Officer
B-1
<PAGE>
STOCK OPTION GRANT
THIS STOCK OPTION GRANT is made by FLORIDA GAMING CORPORATION, a Delaware
corporation (the "Company") to Ronald P. Perella (the "Optionee") to memorialize
and evidence the grant, on April 28, 1995, of an option (the "Option") to
purchase 19,000 shares of $.10 par value common stock of the Company ("Common
Stock"), subject to the following terms and conditions:
1. The Option shall vest on April 28, 1995, but shall not be
exercisable until on or after October 29, 1995.
2. The Option shall expire on April 28, 2000.
3. The Purchase Price (herein so called) of each share of Common
Stock subject to the Option shall be $5.188.
4. The option may be exercised in whole or in part, from time to
time, by the Optionee tendering to the Company the aggregate Purchase Price
of the shares of Common Stock being purchased.
5. The Option shall be non-transferable except by operation of law.
6. The number of shares of Common Stock with respect to which the
Option is granted and the Purchase Price of such shares shall be
appropriately adjusted for any increase or decrease in the number of shares
of issued Common Stock resulting from a subdivision or consolidation of
such shares through a reorganization, recapitalization, stock split-up,
stock distribution or combination of shares, or the payment of a Common
Stock dividend or other increase or decrease in the number of shares
effected without receipt of consideration by the Company.
7. The obligation of the Company to sell and deliver Common Stock
pursuant to the Option shall be subject to all applicable laws, rules and
regulations, including, without limitation, all applicable federal and
state securities laws.
8. Upon the exercise of the Option, the Company shall have the right
to require the Optionee to remit to the Company an amount sufficient to
satisfy all federal, state and local withholding tax requirements.
<PAGE>
9. All questions pertaining to the validity, construction and
administration of the Option shall be governed by the laws of the State of
Delaware.
EXECUTED as of April 28, 1995
FLORIDA GAMING CORPORATION
By: Timothy L. Hensley
----------------------------
Timothy L. Hensley
Executive Vice President,
Treasurer and Chief
Financial Officer
<PAGE>
EXHIBIT NO. 23.1
CONSENT OF COUNSEL
Stephen A, Zrenda, Jr., P.C., hereby consents to the use of its name under
the heading "Legal Matters" in the Form S-3 Registration Statement of Florida
Gaming Corporation.
STEPHEN A. ZRENDA, JR., P.C.
By: /s/ Stephen A. Zrenda, Jr.
--------------------------------
Stephen A. Zrenda, Jr.
1520 Liberty Tower
100 North Broadway
Oklahoma City, Oklahoma 73102-8601
November 14, 1995
<PAGE>
EXHIBIT NO. 23.2
ACCOUNTANTS' CONSENT
We consent to the use in this Form S-3 Registration Statement relating to
the sale of the common stock, $.10 par value, of Florida Gaming Corporation of
our report dated March 16, 1995, accompanying the December 31, 1994 financial
statements of Florida Gaming Corporation incorporated by reference in such
Registrant Statement, and to the use of our name, and the statements with
respect to us, as appearing under the heading "Experts" in the Prospectus.
KING & COMPANY, PSC
/s/ King & Company, PSC
Louisville, Kentucky
November 14, 1995
