<PAGE>
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
incorporation or organization) Identification No.)
1750 South Kings Highway W. Bennett Collett
Fort Pierce, Florida 34945-3099 Florida Gaming Corporation
(407) 469-2500 1750 South Kings Highway
(Address of principal Fort Pierce, Florida 34945-3099
executive offices) (407) 464-7500
(Name, address, including zip
code, and telephone number
including area code, of agent of
service)
Copies to:
James A. Giesel
Alan K. MacDonald
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202
(502)589-5400
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
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
Title of each class Proposed maximum
of securities to Amount Being maximum price aggregate offering Amount of
be registered Registered (1) per unit (2) price (2) Registration Fee
__________________ ______________ ______________ __________________ ________________
<S> <C> <C> <C> <C>
Common Stock, 615,385 $ 6.4375 $3,961,541 $1,366.05
$.10 par value shares
</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 August 19, 1996.
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>
PROSPECTUS
615,385 Shares
of
FLORIDA GAMING CORPORATION
Common Stock
This Prospectus relates to a possible offering of shares of
common stock, $.10 par value (the "Common Stock") of Florida Gaming
Corporation (the "Company") by and for the account of BOK DPC Asset
Holding Corporation (the "Selling Stockholder"). See "Selling
Stockholder and Plan of Distribution." 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".
The Selling Stockholder has advised the Company that sales of
the Common Stock may be sold from time to time to purchasers
directly by the Selling Stockholder in negotiated transactions and
in the over-the-counter market on NASDAQ. The shares may be sold
by one or more of the following: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as princi-
pal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage
transactions in which the broker solicits purchasers. Alternative-
ly, the Selling Stockholder may from time to time offer the shares
offered hereby through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, conces-
sions or commissions from the Selling Stockholder and/or the
purchasers of securities for whom they may act as agents. The
shares offered hereby may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated
prices.
The terms of any offering of the shares of Common Stock by the
Selling Stockholder, including the names of the underwriters, if
any, and the public offering price, underwriting discounts and
proceeds to the Selling Stockholder, will be set forth in an
accompanying Prospectus Supplement, to the extent required. The
Selling Stockholder and any agents or broker-dealers that
participate in the distribution of the shares of Common Stock may
be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and any profit on the resale of the shares may be
deemed to be underwriting commissions or discounts under the
Securities Act.
The Company will pay all expenses of the Offering, but not
including the Selling Stockholder's legal fees, underwriting
discounts and commissions and fees. In addition, the Company has
agreed to indemnify the Selling Stockholder against certain
liabilities, including certain liabilities under the Securities
Act. See "Selling Stockholder and Plan of Distribution."
SEE "RISK FACTORS" BEGINNING ON PAGE 5 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.
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 ___________, 199_.
<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.
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 or at the Commission's Web
site (http://www.sec.gov), 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
Commission pursuant to the Securities Act and 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, 1995;
(2) The Company's Quarterly Reports on Form 10-QSB for the
quarterly periods ended March 31, 1996 and June 30, 1996;
(3) The Company's Current Report on Form 8-K dated February
13, 1996; and
(4) The description of the shares of Common Stock contained
in the Company's Registration Statement on Form 10.
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 that 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.
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.
<PAGE>
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.
The Company currently owns and operates a jai-alai fronton and
pari-mutuel wagering facility located in Fort Pierce, Florida. The
Company is actively exploring other opportunities in the pari-mutuel
and gaming industry, including the acquisition of other jai-alai frontons.
See "The Company."
The Offering
Common Stock offered by the
Selling Stockholder. . . . . . . . . 615,385 Shares
Total Outstanding Common Stock(1). . . 3,400,779 Shares
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 170,038
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 August 12, 1996. Excludes 615,385 shares of Common
Stock to be issued to Selling Stockholder (See "The
Company"), 2,008,250 shares of Common Stock issuable upon
exercise of outstanding stock options, 600,709 shares of
Common Stock issuable upon the conversion of Class A
Preferred Stock, and shares of Common Stock issuable upon
the conversion of Series B Preferred Stock based on the
market price of the Common Stock immediately prior to
conversion.
Summary of Selected Historical Financial and Operating Data
The selected financial data presented below for the years 1995 and 1994
have been derived from the Company's audited consolidated financial
statements. The selected financial data for the interim periods during 1995
and 1996 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 six-month period ended June 30,
1996, 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.
<PAGE>
<TABLE>
<CAPTION>
Year Ended Year Ended Six Months Ended
December 31, December 31, June 30, (unaudited)
1995 1994(1) 1996 1995
____________ ____________ __________________________
<S> <C> <C> <C> <C>
HANDLE
Jai-Alai $ 4,972,351 $ 3,480,257 $ 3,665,582 $ 4,183,844
ITW 20,372,323 15,752,224 11,493,570 10,551,501
___________ ___________ ___________ ___________
$25,344,674 $19,232,481 $15,159,152 $14,735,345
REVENUE
Pari-Mutuel Revenues,
Net $ 3,138,404 $ 2,153,481 $ 1,948,406 $ 1,954,316
Admissions 151,438 122,032 77,334 88,483
Food, Beverage and
Other 796,184 547,759 496,565 540,686
___________ ___________ ___________ ___________
TOTAL REVENUES $ 4,086,026 $ 2,823,272 $ 2,522,305 $ 2,583,485
COSTS AND EXPENSES
Operating $ 2,873,849 $ 2,106,923 $ 2,139,357 $ 1,979,752
General and
Administrative 1,762,062 987,807 913,911 442,569
Depreciation 194,682 141,962 97,200 84,600
___________ ___________ ___________ ___________
TOTAL COSTS AND
EXPENSES $ 4,830,593 $ 3,236,692 $ 3,150,468 $ 2,506,921
___________ ___________ ___________ ___________
Net Income (loss)
from operations $ (744,567) $ (413,420) $ (628,163) $ 76,564
Other Income (Expenses):
Interest Income $ 77,673 $ 37,090 $ 104,905 $ 52,011
Gain (loss) on sale of
assets -- (14,669) -- --
Realized Gain (loss) on
securities 195,939 -- -- --
___________ _____________ _____________ ___________
Net Income (loss) $ (470,955) $ (390,999) $ (523,258) $ 324,514
============ ============= ============= ===========
Net Income (Loss)
Per Share $ (0.15) $ (0.18) $ (0.16) $ 0.10
Fully Diluted Per Share
Earnings $ N/A $ N/A $ N/A $ N/A
Per Common Share $ (0.15) $ (0.18) $ (0.16) $ 0.10
Balance Sheet Data:
Cash $ 2,721,865 $ 1,363,174 $ 3,364,773 $ 1,501,527
Total Assets $ 8,375,681 $ 6,774,453 $ 9,727,830 $ 6,749,250
Long-term
liabilities $ 1,822,447 $ 1,114,061 $ 1,697,856 $ 1,840,170
Stockholders'
Equity $ 5,911,952 $ 4,163,047 $ 7,530,302 $ 4,487,561
</TABLE>
(1) The Company did not commence its operations in the gaming industry
until February 1994.
<PAGE>
RISK FACTORS
In addition to reviewing the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1995, the other documents incorporated
herein by reference and the other information in this prospectus, the
following factors should be considered carefully in evaluating the Company
and its business before purchasing the Common Stock offered hereby:
Recent Operating Results
The Company had net loss of $628,163 for the six month period ended June
30, 1996, compared to operating income of $76,564 for the comparable 1995
period. The Company's operations generally are subject to financial,
economic, legal and other factors, many of which are beyond its control.
Gaming Competition
The gaming industry is highly competitive. Other gaming companies 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 competes
for customers with other forms of legal wagering, including video poker
gaming in non-casino facilities, charitable gaming, pari-mutuel wagering and
state lotteries.
Further expansion of gaming opportunities could also significantly and
adversely affect the Company's business. In particular, the expansion of
casino gaming in or near the geographic areas from which the Company attracts
or expects to attract a significant number of its customers could have a
material adverse effect on the Company's business. The Company expects that
it will experience significant competition as the emerging casino industry
matures.
The Company believes that its primary market area for its present
operations 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. 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 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.
Potential Dilution and Market Impact From Outstanding Capital Stock
and Options
As of August 12, 1996, the Company had 3,400,779 shares of
Common Stock issued and outstanding. In addition, as of that date,
2,008,250 shares of Common Stock were issuable upon the exercise of
outstanding options, 600,709 shares of Common Stock were issuable
upon the conversion of outstanding shares of Class A preferred
stock, and additional shares of Common Stock were issuable upon the
conversion of outstanding shares of preferred stock at a conversion
price based on the market price of the Common Stock at conversion.
The voting power of each holder of Common Stock would be diluted by
the issuance of additional shares of Common Stock. 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 registration under the Securities Act of 1933
for the sale of the shares offered thereby.
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
per share 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 $2-1/2 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 three years. See "Price Range of Common
Stock and Dividends."
Cost of Planned Expansion; Management of Growth
Since the change in management of the Company in March 1993,
the Company has expanded its operations rapidly, and it plans to
continue to further expand its operations through participation in
other gaming ventures as opportunities arise. The Company's
operating results will be adversely affected if net revenues do not
increase sufficiently to compensate for the increase in operating
<PAGE>
expenses caused by such an expansion. In addition, the Company's
planned expansion of operations may exceed the Company's present
management, technical, financial and other resources. To manage
its growth effectively, the Company must continue to increase its
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 may be adversely affected.
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. There is no assurance that
the Company will be able to hire qualified individuals to replace
any of these persons if necessary. 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.
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 delay or prevent a transaction that results in a change of
control of the Company or discourage a tender offer or other plan
to restructure the Company favored by a significant portion of the
Company's stockholders. For example, the Florida laws require that
before any person or entity acquires a 5% or greater equity
interest in the Company, such person or entity must receive the
approval of Florida gaming authorities.
Potential Conflicts of Interest and Related Party Transactions
Certain relationships among the Company, its management and
affiliates create various potential and actual conflicts of
interest. It is the Company's policy that all material affiliated
transactions and loans will be made or entered into on terms that
are no less favorable to the Company than those that can be
obtained from unaffiliated third parties. All future material
affiliated transactions and loans must be approved by a majority of
the independent directors who do not have an interest in the
transactions.
New Projects
Each of the Company's projects to finance, develop, and
operate gaming facilities will be subject to the many risks
inherent in the establishment of a new business enterprise,
including unanticipated design, construction, regulatory and
operating problems, and the significant risks commonly associated
with implementing a marketing strategy in new markets. There can
be no assurance that any of these projects will become operational
within the estimated time frames and projected budgets at the time
the Company enters into a particular agreement, or at all. The
Company plans to reduce the financial significance of individual
projects by focusing on small- to medium-sized projects that can be
accomplished with a smaller capital investment and will allow a
significant portion of any financing of any subsequent expansions
to be paid from operating funds whenever possible. In addition,
the Company intends to develop projects as joint ventures when
possible, to reduce its financial commitment to individual
projects. There can be no assurance that the significant
expenditures required to develop a gaming project will ultimately
result in the establishment of profitable operations. See "The
Company."
To the extent the Company's future gaming projects become
operational, the Company will be required to add and train
personnel, expand its management information systems and control
expenses. If the Company does not successfully address the
Company's increased management needs or the Company otherwise is
unable to manage its growth effectively, the Company's operating
results could be materially adversely affected.
Governmental Regulation
The Company will need to secure regulatory approvals from
state and local authorities for each of its prospective gaming
ventures. No assurance can be given that any of these approvals
will be secured in a timely fashion or at all. The denial of
regulatory approvals would prohibit the opening of the new
facilities and any delay in securing such approvals could result in
postponement of their scheduled openings.
<PAGE>
In addition to a variety of generally applicable state and
federal laws governing business operations, the Company's gaming
ventures are regulated by federal and state laws and regulations
applicable to the gaming industry generally and to the distribution
of gaming equipment. Because the regulatory environment is dynamic
and evolving, it is impossible to predict how certain provisions
will be ultimately interpreted or how they may affect the Company.
Changes in such laws or regulations could have a material adverse
impact on the Company's ability to finance, develop and operate
gaming ventures.
Construction Risks
The Company anticipates that its prospective gaming ventures
may often include the construction of additional facilities. The
Company's cost estimates and projected completion dates for
construction of facilities may change significantly as the projects
progress. In addition, the Company's development projects will
entail significant construction risks, including shortages of
materials or skilled labor, unforeseen environmental or engineering
problems, work stoppages, weather interferences and unanticipated
cost increases, any of which could have a material adverse effect
on the projects and could delay their scheduled openings.
USE OF PROCEEDS
The Company will not receive any of the proceeds of any sale
by the Selling Stockholder of the shares of Common Stock.
THE COMPANY
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.
The Company currently owns and operates a jai-alai fronton and
pari-mutuel wagering facility located in Fort Pierce, Florida (the
"Fronton"). Since its inception and prior to its acquisition of
the Fronton, the Company engaged in several other lines of
business, none of which are currently now in operation. On March
31, 1993, the Company sold 603,000 shares of Common Stock to
Freedom Financial Corporation and the present management assumed
control of the Company. After considering various business
alternatives, the Company entered into an agreement to acquire the
Fronton in October 1993. On February 1, 1994, the Company received
approval from the Florida Department of Business and Federal
Regulation, Division of Pari-Mutuel Wagering to transfer the pari-mutuel
permit for the Fronton to the Company and completed the acquisition of the
Fronton on that date.
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. For a detailed description
of the Company's business at the Fronton, see the section of the
Company's 1995 Annual Report on Form 10-KSB titled "Item 1 --
Business."
The jai-alai industry generally has declined in the last
several years due to an industry-wide strike by jai-alai players
and the passage of legislation authorizing a state-wide lottery in
1987. Average state-wide handle per performance for the State of
Florida fiscal years ended June 30, 1995 and 1994 was approximately
$102,000 and $101,000, respectively. During the State of Florida's
1995 fiscal year, handle per performance at the Company' Fronton
increased from $31,918 to $36,090, or 13.1% compared to the 1994
fiscal year. There can be no assurance that the jai-alai industry
will improve significantly, if at all, in the future. Because the
Company's jai-alai business is tied directly to many if not all of
the factors which influence the jai-alai industry as a whole,
another players strike or the enactment of unfavorable legislation
could have an adverse impact on the Company's operations.
Inter-track wagering has grown significantly since its
initiation in the State of Florida in August 1990. The state-wide
ITW handle for the State of Florida's fiscal year ended June 30,
1991 was approximately $109 million. The state-wide ITW handle for
the State of Florida's fiscal years ended June 30, 1994 and 1995
increased to approximately $383 million and $443 million,
respectively. ITW handle at the Company's Fronton has demonstrated
similar growth in recent years, increasing from $17.2 million in
the year ended December 31, 1994 ($15.8 million after the Company
acquired the Fronton in February 1994) to an estimated $20.4
million for the year ended December 31, 1995.
<PAGE>
Florida House Bill No. 337 became effective June 1, 1996.
This legislation authorized card rooms at licensed pari-mutuel
facilities starting January 1997. The card rooms will be
administered and regulated by the State of Florida Division of
Pari-Mutuel Wagering of the Department of Business and Professional
Regulations. Games will be limited to non-banked poker games.
Card room operation is also subject to approval by the county
commission in which the pari-mutuel facility is located. This same
bill also authorized full-card simulcasting of races from out of
state tracks such as Belmont, Meadowlands, Philadelphia Park and
Monmouth. The Fronton is currently carrying several of these
signals. The Company plans to open its poker room, initially with
18 to 20 poker tables having about 150 gaming positions, in
conjunction with the opening of its next live jai-alai season
beginning January 3, 1997, if local approval is granted.
On July 3, 1996, the Company signed an agreement to purchase
notes (the "WJA Notes") of WJA Realty, with balances aggregating
$20,000,000 from the Bank of Oklahoma, N.A., Tulsa, Oklahoma. The
WJA Notes are secured by, among other collateral, real estate and
improvements consisting of three jai-alai pari-mutuel facilities
located in Miami, Tampa and Ocala, Florida. Consideration for the
WJA Notes will be a combination of $8,000,000 in cash, 615,385
shares of the Company's Common Stock and a $1,000,000 non-interest
bearing note. Closing is scheduled for October 28, 1996, however,
the closing is subject to all approvals required under the State of
Florida House Bill No. 337 to establish and operate card rooms in
Dade County (Miami) and Hillsborough County (Tampa) Florida, and
other approvals required by the State of Florida Department of
Business and Professional Regulation, Division of Pari-Mutuel
Wagering. The Company and principals of WJA Realty are presently
engaged in negotiations concerning a combination of the two
companies or their operations.
In the course of its business, the Company has had numerous
discussions, and continues to have discussions, regarding joint
ventures and business combinations related to the pari-mutuel and
gaming industry, including the acquisition of other jai-alai
frontons. No assurances can be given about the likelihood or
timing of any such transaction.
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 for the
periods presented as reported by NASDAQ. 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>
High Low
<S> <C> <C>
Quarter Ended June 30, 1996 $ 9-3/4 $ 2-1/2
Quarter Ended March 31, 1996 $11 $ 4-3/4
Year Ended December 31, 1995 High Low
Quarter Ended December 31, 1995 $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
</TABLE>
On August 19, 1996, the closing bid and asked quotations for
the Common Stock of the Company as quoted on the NASDAQ SmallCap
Market were $6.125 bid and $6.75 asked per share. As of August 19,
1996, the Company had approximately 3,750 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of
August 12, 1996, concerning each stockholder known to the Company
to own beneficially more than five percent of the Common Stock of
the Company and information regarding beneficial ownership of
Common Stock by each director and executive officer of the Company
<PAGE>
and by all executive officers and directors as a group. The table
also sets forth comparable data for such persons adjusted for any
sales by them in this offering, and the increase in the number of
shares to be outstanding as a result of such sales, assuming the
issuance of 615,385 shares upon consummation of the purchase of the
WJA Notes, resulting in a total of 4,016,164 shares issued and
outstanding. Each of the persons listed below has sole voting and
investment power with respect to such shares, unless otherwise
indicated. For certain information with respect to the Selling
Stockholder, see "Selling Stockholder and Plan of Distribution."
<TABLE>
<CAPTION>
Pre-Offering Post-Offering
Directors and Number of Percent of Number of Percent of
Executive Officers Shares Class Shares Class
__________________ ___________ __________ ___________ __________
<S> <C> <C> <C> <C>
W. B. Collett 3,004,480(3) 59.4% 3,004,480(3) 52.98%
Robert L. Hurd 26,000(4) * 26,000(4) *
W. B. Collett, Jr. 75,000(5) 2.2% 75,000(5) 1.83%
Timothy L. Hensley 50,000(6) 1.4% 50,000(6) 1.23%
Roland M. Howell 336,000(7) 9.8% 336,000(7) 8.31%
Gary E. Bowman 25,500(8) * 25,500(8) *
George W. Galloway, Jr. 25,000(8) * 25,000(8) *
All current directors
and officers as a
group (7 persons) 3,541,980(9) 67.1% 3,541,980(9) 60.07%
5% Beneficial Owners
Freedom Financial
Corporation(10) 2,679,480(11) 56.6% 2,679,480(11) 50.12%
WJA Realty Limited
Partnership
P.O. Box 1439
Tulsa, Oklahoma 74101 200,000(12) 5.9% 200,000(12) 4.98%
Roland M. and Dorothy V.
Howell
Plaza Venetia
Suite 22A-B
555 N.E. 15th Street
Miami, Florida 33132 336,000(7) 9.8% 336,000(7) 8.31%
Casino America, Inc.
711 Washington Loop
Biloxi, Mississippi 39530 315,746(13) 9.2% 315,746(13) 7.86%
___________________________
</TABLE>
* Represents less than 1% of class.
(1) Based upon information furnished to the Company by the named
person, and information contained in filings with the Securi-
ties and Exchange Commission (the "Commission"). Under the
rules of the Commission, a person is deemed to beneficially
own shares over which the person has or shares voting or
investment power or which the person has the right to acquire
beneficial ownership within 60 days. Unless otherwise indi-
cated, the named persons have sole voting and investment
power with respect to shares shown by them.
(2) Based on 3,400,779 shares outstanding as of August 12, 1996,
with respect to the Pre-Offering percentages and 4,016,164
shares outstanding with respect to the Post-Offering
percentages, assuming the issuance of 615,385 shares upon
consummation of the purchase of the WJA Notes. Shares of
Common Stock subject to exercisable options or options
exercisable within 60 days are deemed outstanding for
computing the percentage of class of the person holding such
options but are not deemed outstanding for computing the
percentage of class for any other person.
(3) Includes 2,679,480 shares beneficially owned by Freedom,
including 1,330,000 shares which Freedom currently has the
right to acquire. See Note 10. Mr. Collett may be deemed to
beneficially own the shares held by Freedom, although he
disclaims beneficial ownership of such shares. Includes
325,000 shares that Mr. Collett may purchase pursuant to
options.
<PAGE>
(4) Includes 1,000 shares owned by the Hurd Family Partnership,
L.P., of which Mr. Hurd is general partner. Includes 25,000
shares that Mr. Hurd may purchase pursuant to options.
(5) Includes 75,000 shares that may be purchased pursuant to
options.
(6) Includes 50,000 shares that may be purchased pursuant to
options.
(7) Of the 336,000 shares, Mr. and Mrs. Howell own 156,000 shares
as joint tenants and share voting and investment power, Mr.
Howell owns 35,000 shares individually (including options for
25,000 shares) and retains sole voting and investment power
with respect to these shares, and Mrs. Howell owns 145,000
shares individually and retains sole voting and investment
power with respect to these shares.
(8) Includes 25,000 shares that may be purchased pursuant to
options.
(9) Includes 1,880,000 shares which may be acquired by all direc-
tors and officers as a group pursuant to options, including
options for 1,330,000 shares owned by Freedom. See Note 3.
(10) The address of Freedom Financial Company is 2669 Charlestown
Road, New Albany, Indiana 47150. The business address of W.
B. Collett is 1750 South Kings Highway, Fort Pierce, Florida
34945-3099. The address of Freedom Holding, Inc. is P.O. Box
216, Floyds Knobs, Indiana 47119.
(11) Includes 1,330,000 shares which Freedom currently has the
right to acquire. See also Note 10.
(12) Roger M. Wheeler, Jr. and E.H.P. Company (wholly owned by
Pamela W. Norberg) are the general partners of WJA Realty
Limited Partnership. As the general partners, each may be
deemed to share with the other voting and dispositive power
with respect to the shares.
(13) Casino America, Inc. owns 23,681 shares of Freedom's 7%
Series AA Mandatorily Redeemable Preferred Stock (the
"Freedom Preferred Stock"). Until October 4, 1999, the
Freedom Preferred Stock is convertible into 157,873 shares of
the Company's Common Stock owned by Freedom if at the time of
conversion Florida law permits casino style gaming at the
Fronton and 315,746 shares if at the time of conversion
Florida law does not permit casino style gaming at the
Fronton.
SELLING STOCKHOLDER AND PLAN OF DISTRIBUTION
The Selling Stockholder will have acquired the 615,385 shares
of Common Stock offered by this Prospectus in connection with the
consummation of the purchase of the WJA Notes. BOK DPC Asset
Holding Corporation, the Selling Stockholder, is a subsidiary of
Bank of Oklahoma, National Association. See "The Company." As of
August 12, 1996, the Selling Stockholder did not own any shares of
Common Stock. Assuming the acquisition of the 615,385 shares of
Common Stock, the Selling Stockholder would own 15.3% of the post-
acquisition 4,016,164 issued and outstanding shares of Common Stock.
The securities offered hereby may, upon compliance with
applicable "Blue Sky" law, be sold from time to time to purchasers
directly by the Selling Stockholder in negotiated transactions and
in the over-the-counter market on NASDAQ. The shares may be sold
by one or more of the following: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares as
agent; and (b) ordinary brokerage transactions in which the broker
solicits purchasers. In addition, any securities covered by the
Prospectus which qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
Alternatively, the Selling Stockholder may from time to time
offer the securities offered hereby through underwriters, dealers
or agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholder
and/or the purchasers of securities for whom they may act as
agents.
The Selling Stockholder and any underwriters, dealers or
agents that participate in the distribution of securities offered
hereby may be deemed to be underwriters, and any profit on the sale
of such securities by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents
might be deemed to be underwriting discounts and commissions under
the Securities Act. At the time a particular underwritten offer of
securities is made, to the extent required, a supplement to this
Prospectus will be distributed which will set forth the aggregate
amount of securities being offered and the terms of the offering,
<PAGE>
including the name or names of any underwriters, dealers or agents,
and discounts, commissions and other items constituting compensa-
tion from the Selling Stockholder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers.
The securities offered hereby may be sold from time to time
in one or more transactions at a fixed offering price, which may be
changed or at varying prices determined at the time of sale or at
negotiated prices.
The Selling Stockholder will pay its legal fees and the
commissions and discounts of underwriters, dealers or agents, and
transfer taxes, if any, incurred in connection with the sale of the
shares.
The Company has agreed to indemnify the Selling Stockholder
against certain liabilities in connection with the Registration
Statement, of which this Prospectus is a part, including certain
liabilities under the Securities Act.
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 Brown, Todd & Heyburn PLLC, Louisville, Kentucky.
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.
<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
Use of Proceeds . . . . . . . . . . . . . . . . . . . . 7
The Company . . . . . . . . . . . . . . . . . . . . . . 7
Price Range of Common Stock
and Dividends . . . . . . . . . . . . . . . . . . . . 8
Security Ownership of Certain
Beneficial Owners and Management. . . . . . . . . . . 8
Selling Stockholder and Plan
of Distribution . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . 11
Experts . . . . . . . . . . . . . . . . . . . . . . . . 11
615,385 Shares
of
Common Stock
FLORIDA GAMING
CORPORATION
______________________
PROSPECTUS
_______________________
______ __, 199__
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expense Amount
SEC registration fee $ 1,366
"Blue Sky" filing fees and expenses
(including legal expenses)(1) 15,000
Legal fees and expenses(1) 15,000
Accounting fees and expenses(1) 1,000
Printing(1) 100
Transfer agent fees(1) 100
_______
$32,566
=======
(1) Estimated
All itemized fees and expenses of the offering are expected
to be paid by the Registrant.
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.
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 Certificate of Designations for Series B Preferred Stock
is hereby incorporated by reference to Exhibit 3.3 of
Form S-3 Registration Statement No. 33-99380.
<PAGE>
3.3 Certificate of Amendment to Certificates of
Designations of Series B Preferred Stock and Series
9% AA Preferred Stock.
3.4 Bylaws are hereby incorporated by reference to Exhibit
3.2 of Form SB-2 Registration Statement No. 33-79882.
4.1 Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 of Form SB-2
Registration Statement No. 33-79882.
5 Opinion of Brown, Todd & Heyburn PLLC.
23.1 Consent of Brown, Todd & Heyburn PLLC is included
in its opinion filed herewith.
23.2 Consent of King & Company, PSC.
24 Power of attorney included on signature page hereof.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(i) 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;
(ii) 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 therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(iii) 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.
(b) 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.
(c) 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.
(d) The Registrant will:
(1) For determining any liability under the
Securities Act, treat the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant under Rule 424(b)(1), or (4), or
497(h) under the Securities Act as part of this registration
statement as of the time the Commission declared it
effective.
(2) For determining any liability under the
Securities Act, treat each post-effective amendment that
contains a form of prospectus as a new registration statement
for the securities offered in the registration statement, and
that offering of the securities at that time as the initial
bona fide offering of those securities.
<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: August 20, 1996. By /s/ W. Bennett Collett
W. Bennett Collett
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints W. Bennett Collett and Timothy
L. Hensley his true and lawful attorneys-in-fact and agents, with full power
of substitution, and each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments (including post-
effective amendments) to this Registration Statement on Form S-3, and to
perform any acts necessary to be done in order to file such amendment with
exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, shall 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 August 20, 1996
W. Bennett Collett of Directors and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Timothy L. Hensley Executive Vice President August 20, 1996
Timothy L. Hensley Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/Gary E. Bowman Director August 20, 1996
Gary E. Bowman
/s/ Robert L. Hurd President and August 15, 1996
Robert L. Hurd Director
/s/ Roland M. Howell Director August 17, 1996
Roland M. Howell
/W. Bennett Collett, Jr. Director, Executive August 20, 1996
W. Bennett Collett, Jr. Vice President and
Secretary
/s/ George W. Galloway, Jr. Director August 20, 1996
George W. Galloway, Jr.
<PAGE>
As filed with the Delaware Secretary of State on 2/21/96.
AMENDED
CERTIFICATES OF DESIGNATIONS OF
SERIES B PREFERRED STOCK AND
SERIES 9% AA PREFERRED STOCK
OF
FLORIDA GAMING CORPORATION
Florida Gaming Corporation (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify:
That pursuant to authority conferred upon by the Board of
Directors by the Corporation's Certificate of Incorporation, as
amended, and pursuant to the provisions of Section 151 of the
General Corporation Law, the Board of Directors, acting at a
meeting of the Directors held on February 20, 1996, hereby adopted
the resolutions set forth on the attached page to:
A. Authorize an increase in the number of the Corporation's
preferred stock designated as Series B Preferred Stock
from 5,000 shares to 10,000 shares; and
B. Terminate the designation of 5,000 shares of the
Corporation's preferred stock as Series 9% AA Preferred
Stock, none of which are outstanding or will be issued.
Date: February 20, 1996 FLORIDA GAMING CORPORATION
By /s/ W. Bennett Collett
W. Bennett Collett
Chairman and Chief Executive Officer
ATTEST:
/s/ Timothy L. Hensley
Timothy L. Hensley
Executive Vice President
and Assistant Secretary
<PAGE>
FLORIDA GAMING CORPORATION
(the "Corporation")
RESOLUTION OF THE BOARD OF DIRECTORS
INCREASING THE NUMBER OF DESIGNATED SHARES OF
SERIES B PREFERRED STOCK AND
ELIMINATING THE SERIES 9% AA PREFERRED STOCK
WHEREAS:
A. The Corporation's share capital includes 500,000 shares of
preferred stock, par value $.10 per share ("Preference
Shares"), which may be issued in one or more series with the
directors of the Corporation (the "Board") having the
authority to establish by resolution the number of shares in
each series and to designate the rights, privileges,
restrictions and conditions attaching to the shares of each
series; and
B. Pursuant to Certificates of Designation filed with the
Secretary of State of the State of Delaware on December 20,
1995 and November 29, 1995, respectively, the Corporation has
designated 5,000 Preference Shares as Series B Preferred Stock
("Series B Shares") and 5,000 Preference Shares as Series 9%
AA Preferred Stock ("Series AA Shares"); and
C. It is in the best interests of the Corporation for the Board
to designate more Preference Shares as Series B Shares; and
D. The Board wishes to eliminate the series of Preference Shares
designated as Series AA Shares, none of which are outstanding
or will be issued.
NOW, THEREFORE, BE IT RESOLVED, that upon the filing of the Amended
Certificate of Designation with the Delaware Secretary of State to
amend the Certificates of Designations for the Series B Shares and
the Series AA Shares:
1. The number of Preference Shares designated as Series B Shares
shall be increased from 5,000 shares to 10,000 shares; and
2. The designation of 5,000 Preference Shares as Series AA
Shares, none of which are outstanding and none of which shall
be issued, shall be terminated.
August 21, 1996
Florida Gaming Corporation
1750 South Kings Highway
Fort Pierce, Florida 34945-3099
Re: Registration Statement (No. 333- )
on Form S-3
Gentlemen:
We refer to the registration by Florida Gaming Corporation
(the "Company") of 615,385 shares of the Company's common stock,
par value $0.10 per share (the "Common Stock"), that may be offered
for sale for the account of BOK DPC Asset Holding Corporation, (the
"Selling Stockholder"), in connection with the Selling
Stockholder's acquisition of the Common Stock pursuant to the Loan
Sale Agreement dated July 3, 1996 (the "Agreement"), and as more
fully described in the Registration Statement (No. 333-_____) on
Form S-3 (the "Registration Statement") filed by the Company
pursuant to the Securities Act of 1993, as amended, (the "Act"), to
which this opinion is an exhibit, and in the Prospectus
constituting a part thereof (the "Prospectus").
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. As such counsel, we
have examined originals, or copies certified to our satisfaction,
of the Company's Restated Certificate of Incorporation and Bylaws,
such agreements, documents, certificates and other statements of
government officials and corporate officers and representatives,
and other papers as we have deemed relevant and necessary as a
basis for our opinion. In such examination we have assumed the
genuineness of all documents submitted to us as originals and the
conformity with the original document of documents submitted to us
as copies. In addition, as to matters of fact only, we have relied
to the extent we deemed such reliance proper, upon certificates and
other written statements of public officials and corporate officers
of the Company.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock offered for sale for the account of the
Selling Stockholder, when issued and delivered as described in the
Registration Statement, will be duly authorized, validly issued,
fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit
to the above-mentioned Registration Statement and to the use of our
name under the caption "Legal Matters" in the Prospectus.
Very truly yours,
BROWN, TODD & HEYBURN PLLC
By /s/ James A. Giesel
James A. Giesel, Member
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 21, 1996,
accompanying the December 31, 1995 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
August 20, 1996
