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As filed with the Securities and Exchange Commission on January 14, 1997
Registration No. 333-____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INLAND CASINO CORPORATION
(Exact name of issuer as specified in its charter)
UTAH 33-0618806
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4225 Executive Square, Suite 1650, La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
INLAND CASINO CORPORATION
1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
Bruce G. Cohne
Cohne, Rappaport and Segal
525 East First South, 5th Floor
Salt Lake City, Utah 84102
(Name and address of agent for service)
(801) 532-2666
(Telephone number, including area code,
of agent for service)
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Copies of all communications to:
John F. Della Grotta, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
(714) 668-6210
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock 100,000 $3.9375 $393,750 $119.32
($.001 par shares(2)
value)
========================================================================================
</TABLE>
(1) In accordance with Rule 457(h)(1), the price of the securities has been
estimated pursuant to Rule 457(c) solely for the purpose of computing the
registration fee, and the price listed is the average of the high and low
prices of the Registrant's Common Stock as reported on the NASDAQ
National Market on January 10, 1997.
(2) As presently constituted, plus such indeterminate number of shares as may
become subject to the 1996 Nonemployee Directors Stock Option Plan (the
"Plan") as a result of the adjustment provisions set forth in the Plan
and agreements entered into pursuant thereto.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Inland Casino Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for its fiscal year ended
June 30, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(c) The description of the Company's common stock, which is contained in
the Company's registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 16-10a-901 through 16-10a-909 of the Utah Revised Business
Corporation Act (the "URBCA") requires a corporation to provide indemnification
to its directors, officers, employees or other agents under certain
circumstances and permits a corporation to provide indemnification in other
circumstances upon a determination that indemnification of the agent is proper
under the circumstances because the agent has met the applicable standard of
conduct.
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Article VIII of the Company's Amended and Restated Articles of
Incorporation provides that (i) each director, officer, employee or agent of the
Company shall be indemnified by the Company against all reasonable expenses and
liabilities incurred by or imposed upon such person in connection with any
proceeding to which such person may be a party or may become involved by reason
of being or having been a director, officer, employee or agent of the Company,
except in cases of willful misfeasance or malfeasance, willful misconduct or
gross negligence; (ii) such right of indemnification shall not be exclusive;
(iii) such indemnification shall be to the fullest extent permitted by the URBCA
and other applicable law; and (iv) the Company's directors shall not be
personally liable to the Company or its shareholders for any action or omission
made in good faith as a director, officer, employee or agent of the Company.
Article IX of the Company's Amended and Restated Articles of Incorporation
provides that no person shall be liable to the Company for any action or
omission made in good faith by a director, officer, employee or agent of the
Company if such person (i) used the same degree of care and skill as a prudent
person would have used under similar circumstances in the conduct of his or her
own affairs, or (ii) relied upon the advise of counsel for the Company,
statements made or information furnished by officers or employees of the Company
which he or she had reasonable grounds to believe, or financial statements of
the Company prepared by an officer or employee of the Company in charge of its
accounting or certified by a public accountant.
Article VII, Section 6 of the Company's Amended and Restated Bylaws
provides that the Company shall indemnify its officers, directors, employees and
agents to the full extent permitted by the URBCA.
A predecessor of the Company, Inland Casino Corporation, a Delaware
corporation ("ICC II") adopted a form of Indemnification Agreement for certain
of its directors. As a result of the merger of ICC II into the Company as of May
22, 1995, the Company became a party to such Indemnification Agreements. The
Indemnification Agreements remain in effect with respect to certain of the
Company's current and former directors. The Indemnification Agreements provide,
among other things, for indemnification to the fullest extent authorized or
permitted by the Delaware Corporations Code and, subject to certain exceptions,
for indemnification in excess of that authorized or permitted by the Delaware
Corporations Code. The Indemnification Agreements also provide certain
procedures relating to indemnification and advancement of expenses.
In addition, the Company currently carries limited insurance coverage for
its directors and officers. The Indemnification Agreements provide protections
beyond those currently available from the Company's existing director's and
officer's liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
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ITEM 8. EXHIBITS.
4.1 The Company's 1996 Nonemployee Directors Stock Option Plan,
previously filed as Appendix A to the Company's Proxy Statement
dated October 28, 1996, filed with the Commission on October 28,
1996 (File No. 0-11532), which is incorporated herein by
reference.
4.2 Amended and Restated Articles of Incorporation of the Company,
previously filed as Exhibit 3.1 to the Company's Form 10-KSB for
its fiscal year ended June 30, 1995, filed with the Commission on
October 12, 1995 (File No. 0-11532), which is incorporated herein
by reference.
4.3 Amended and Restated Bylaws of the Company, previously filed as
Exhibit 3.1 to the Company's Form 10-QSB for the quarterly period
ended March 31, 1996, filed with the Commission on May 17, 1996
(File No. 0-11532), which is incorporated herein by reference.
5. Opinion (and consent) of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
part of Exhibit 5 above).
24. Power of Attorney (set forth on page 5).
ITEM 9. UNDERTAKINGS.
The undersigned registrant will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution;
(2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering; and
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of La Jolla, State of California, on this 14th day of
January, 1997.
INLAND CASINO CORPORATION
By: /s/ L. Donald Speer, II
-----------------------------------------
L. Donald Speer, II
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints L. Donald Speer, II, Arthur R. Pfizenmayer
and Duane M. Eberlein, and each or any of them, his true and lawful
attorneys-in-fact and agents, 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 amendments to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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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 date indicated.
Signature Capacity
--------- --------
/s/ L. Donald Speer II Chairman of the Board, January 14, 1997
- ------------------------- Chief Executive Officer
L. Donald Speer, II and Director (Principal
Executive Officer)
/s/ Arthur R. Pfizenmayer President, Chief January 14, 1997
- ------------------------- Operating Officer and
Arthur R. Pfizenmayer Director
/s/ Andrew B. Laub Executive Vice President, January 14, 1997
- ------------------------- Finance and Development,
Andrew B. Laub Treasurer and Director
/s/ G. Fritz Opel Executive Vice President, January 14, 1997
- ------------------------- Marketing and Consulting
G. Fritz Opel Services and Director
/s/ Duane M. Eberlein Vice President, Chief January 14, 1997
- ------------------------- Financial Officer, Secretary
Duane M. Eberlein and Director (Principal
Financial and Accounting
Officer)
Vice President, Governmental
- ------------------------- Regulations and Director
Jana McKaeg
Director
- -------------------------
Forrest J. Gerard
/s/ Cornelius E. Smyth Director January 14, 1997
- -------------------------
Cornelius E. Smyth
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 The Company's 1996 Nonemployee Directors Stock Option Plan,
previously filed as Appendix A to the Company's Proxy
Statement dated October 28, 1996, filed with the Commission on
October 28, 1996 (File No. 0-11532), which is incorporated
herein by reference.
4.2 Amended and Restated Articles of Incorporation of the Company,
previously filed as Exhibit 3.1 to the Company's Form 10-KSB
for its fiscal year ended June 30, 1995, filed with the
Commission on October 12, 1995 (File No. 0-11532), which is
incorporated herein by reference.
4.3 Amended and restated Bylaws of the Company, previously filed
as Exhibit 3.1 to the Company's Form 10-QSB for the quarterly
period ended March 31, 1996, filed with the Commission on May
17, 1996 (File No. 0-11532), which is incorporated herein by
reference.
5. Opinion (and consent) of Paul, Hastings, Janofsky & Walker
LLP.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
part of Exhibit 5 above).
24. Power of Attorney (set forth on page 5).
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EXHIBIT 5
LAW OFFICES OF
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
695 TOWN CENTER DRIVE
COSTA MESA, CALIFORNIA 92626-1924
TELEPHONE (714) 668-6200
FACSIMILE (714) 979-1921
INTERNET www.phjw.com
January 14, 1997
Inland Casino Corporation
4225 Executive Square, Suite 1650
La Jolla, California 92037
Re: 1996 Nonemployee Directors Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Inland Casino Corporation, a Utah
corporation (the "Company"), in connection with the 1996 Nonemployee Directors
Stock Option Plan of the Company (the "Plan"). We have examined such documents,
records, and matters of law as we have deemed necessary for purposes of this
opinion, and based thereupon we are of the opinion that the shares of the
Company's common stock, $.001 par value per share (the "Common Stock"), that may
be issued and sold pursuant to the Plan will be, when issued and sold in
accordance with such Plan, duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement on Form S-8 to be filed by the Company on or about
January 14, 1997, to effect registration of the shares of Common Stock to be
issued and sold pursuant to the Plan under the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated August 6, (except for Note J, as to which the
date is September 30, 1996) accompanying the financial statements of Inland
Casino Corporation appearing in the fiscal 1996 Annual Report of the Company to
its shareholders included in the Annual Report on Form 10-KSB for the year
ended June 30, 1996, which are incorporated by reference in this Registration
Statement on Form S-8 (1996 Nonemployee Directors Stock Option Plan). We
consent to the incorporated by reference in the Registration Statement on Form
S-8 of the aforementioned report.
/s/ Grant Thornton LLP
Los Angeles, California
January 13, 1997
