<PAGE> 1
As filed with the Securities and Exchange Commission on January 13, 1998
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INLAND ENTERTAINMENT CORPORATION
(Exact name of issuer as specified in its charter)
Utah 33-0618806
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16868 Via Del Campo Court, Suite 200, San Diego, California 92127
(Address of principal executive offices) (Zip Code)
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INLAND CASINO CORPORATION
1995 STOCK OPTION PLAN,
AS AMENDED
(Full title of the plan)
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Mary Jo Boring
Controller and Chief Accounting Officer
Inland Entertainment Corporation
16868 Via Del Campo Court, Suite 200
San Diego, California 92127
(Name and address of agent for service)
(619) 716-2100
(Telephone number, including area code, of agent for service)
Copies of all communications to:
John F. Della Grotta, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive
Seventeenth Floor
Costa Mesa, California 92626-1924
(714) 668-6200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 2,000,000 shares(2) $3.5625 $7,125,000 $2,102
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</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 calculating
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 8, 1998 (a date within 5 business days prior to the date of
filing this Registration Statement).
(2) As presently constituted, plus such indeterminate number of
shares as may become subject to the Inland Casino Corporation 1995 Stock Option
Plan, as Amended, as a result of adjustment provisions set forth in such Plan
and agreements entered into pursuant thereto.
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STATEMENT UNDER GENERAL INSTRUCTION E.
REGISTRATION OF ADDITIONAL SECURITIES
The shares covered by this Registration Statement represent additional
shares of the Registrant's Common Stock that have become available for issuance
under the Inland Casino Corporation 1995 Stock Option Plan (the "1995 Plan") as
a result of an amendment increasing the number of shares authorized for issuance
thereunder from 4,000,000 to 6,000,000, which amendment is reflected in the
Inland Casino Corporation 1995 Stock Option Plan, as Amended (the "Amended 1995
Plan"), which is included as Exhibit 4.1 hereto. The Amended 1995 Plan
supersedes the 1995 Plan. Unless otherwise noted herein, the contents of the
Registrant's Form S-8 Registration Statement (File No. 333-19747) relating to
the 1995 Plan are incorporated by reference into this Registration Statement.
PART II
Item 8. Exhibits.
4.1 Inland Casino Corporation 1995 Stock Option Plan, as Amended,
previously filed as Appendix A to the definitive Proxy Statement
dated October 28, 1997 of Inland Entertainment Corporation, a
Utah corporation (formerly Inland Casino Corporation) (the
"Company"), filed with the U.S. Securities and Exchange
Commission (the "Commission") on October 28, 1997 (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 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Company.
4.4 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 2).
1
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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 San Diego, State of California, on January 13,
1998.
INLAND ENTERTAINMENT CORPORATION,
a Utah corporation
By: /s/ L. DONALD SPEER, II
--------------------------------
L. Donald Speer, II
Chairman of the Board and Chief
Executive Officer, President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints L. Donald Speer, II, Andrew B. Laub and
Mary Jo Boring, and each of them, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. 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 such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
2
<PAGE> 4
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. Donald Speer, II Chairman of the Board and Chief January 13, 1998
- ------------------------------------ Executive Officer, President and
L. Donald Speer, II Chief Operating Officer and a
Director (Principal Executive
Officer)
/s/ Arthur R. Pfizenmayer Executive Vice President and a January 13, 1998
- ------------------------------------ Director
Arthur R. Pfizenmayer
/s/ Duane M. Eberlein Executive Vice President and a January 13, 1998
- ------------------------------------ Director
Duane M. Eberlein
/s/ Andrew B. Laub Executive Vice President, Chief January 13, 1998
- ------------------------------------ Financial Officer and Treasurer
Andrew B. Laub and a Director (Principal Financial
Officer)
Executive Vice President,
- ------------------------------------ Marketing and Consulting Services
G. Fritz Opel and a Director
Vice President, Governmental
- ------------------------------------ Relations and a Director
Jana McKeag
/s/ Thomas G. Holmes Vice President, Technology and a January 13, 1998
- ------------------------------------ Director
Thomas G. Holmes
/s/ Mary Jo Boring Controller and Chief Accounting January 13, 1998
- ------------------------------------ Officer and a Director (Principal
Mary Jo Boring Accounting Officer)
/s/ Charles Reibel Director January 13, 1998
- ------------------------------------
Charles Reibel
/s/ Cornelius E. ("Neil") Smyth Director January 13, 1998
- ------------------------------------
Cornelius E. ("Neil") Smyth
</TABLE>
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<C> <S>
4.1 Inland Casino Corporation 1995 Stock Option Plan, as Amended,
previously filed as Appendix A to the definitive Proxy Statement
dated October 28, 1997 of Inland Entertainment Corporation, a
Utah corporation (formerly Inland Casino Corporation) (the
"Company"), filed with the U.S. Securities and Exchange
Commission (the "Commission") on October 28, 1997 (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 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Company.
4.4 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 2).
</TABLE>
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EXHIBIT 4.3
ARTICLES OF AMENDMENT
OF
INLAND CASINO CORPORATION
To the Division of Corporations and Commercial Code
State of Utah
Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, the corporation hereinafter named (the "Corporation")
does hereby adopt the following Articles of Amendment:
1. The name of the Corporation is Inland Casino Corporation.
2. Article I of the Articles of Incorporation of the Corporation is
hereby amended so as henceforth to read as follows:
"The name of the corporation is Inland Entertainment Corporation."
3. The date of adoption of the aforesaid amendment was December 11,
1997.
4. The designation, the number of outstanding shares, the number of
shares entitled to be cast by the voting group entitled to vote on the said
amendment, and the number of votes of the voting group indisputably represented
at the meeting at which the said amendment was approved are as follows:
a. Designation of voting group: Common Stock, par value
$.001 per share
b. Number of outstanding shares of voting group: 3,855,048
c. Number of shares of voting group entitled to vote on the
amendment: 3,855,048
d. Number of shares of voting group indisputably
represented at the meeting: 3,250,434
5. The total number of votes cast for and against the said amendment by
the voting group entitled to vote on the said amendment is as follows:
a. Designation of voting group: Common Stock, par value
$.001 per share
b. Number of votes of voting group cast for the amendment:
3,243,266
c. Number of votes of voting group cast against the
amendment: 5,713
d. Number of votes of voting group abstaining from voting:
1,455
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6. The said number of votes cast for the said amendment was sufficient
for the approval thereof by the said voting group.
Executed on December 11, 1997
Inland Casino Corporation
By: /s/ ANDREW B. LAUB
---------------------------
Andrew B. Laub
Executive Vice President,
Chief Executive Officer
and Treasurer
2
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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 13, 1998
Inland Entertainment Corporation
16868 Via Del Campo Court, Suite 200
San Diego, California 92127
Re: Inland Entertainment Corporation (formerly Inland Casino
Corporation) 1995 Stock Option Plan, as Amended
--------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Inland Entertainment Corporation,
a Utah corporation (the "Company"), in connection with the Inland Casino
Corporation 1995 Stock Option Plan, as Amended (the "Amended 1995 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"), which are to be registered under the Registration
Statement (hereinafter defined) and that may be issued and sold pursuant to the
Amended 1995 Plan will be, when issued and sold in accordance with the Amended
1995 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 13, 1998, to effect registration of the shares of Common Stock to be
issued and sold pursuant to the Amended 1995 Plan under the Securities Act of
1933, as amended (the "Registration Statement").
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 12, 1997, accompanying the financial
statements of Inland Casino Corporation appearing in the fiscal 1997 Annual
Report of the Company to its shareholders included in the Annual Report on Form
10-KSB for the year ended June 30, 1997, which are incorporated by reference in
this Registration Statement on Form S-8 (Inland Casino Corporation 1995 Stock
Option Plan, as Amended). We consent to the incorporation by reference in the
Registration Statement on Form S-8 of the aforementioned report.
/s/ GRANT THORNTON LLP
Los Angeles, California
January 8, 1998
