<PAGE> 1
As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
INLAND ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
Utah 333-0618806
(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)
__________
INLAND ENTERTAINMENT CORPORATION
1995 STOCK OPTION PLAN,
AS AMENDED
(Full title of the plan)
__________
Andrew B. Laub
Executive Vice President, Chief Financial Officer and Treasurer
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
__________
<TABLE>
CALCULATION OF REGISTRATION FEE
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<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 3,000,000 shares(2) $2.50 $7,500,000.00 $2,273.00
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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 June 29, 1999 (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 Entertainment 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 Entertainment Corporation 1995 Stock Option Plan, as Amended (the
"1995 Plan") as a result of an amendment increasing the number of shares
authorized for issuance thereunder from 6,000,000 to 9,000,000, which amendment
is reflected in the revised Inland Entertainment Corporation 1995 Stock Option
Plan, as Amended (the "Amended 1995 Plan"), which is included as Exhibit 4.1
hereto. The Amended 1995 Plan supercedes 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 Amended 1995 Plan are incorporated by reference
into this Registration Statement.
PART II
ITEM 8. EXHIBITS.
4.1 Inland Entertainment Corporation 1995 Stock Option
Plan, as Amended, previously filed as Appendix A to the
definitive Proxy Statement dated October 27, 1998 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 27, 1998, 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, previously
filed as Exhibit 4.3 to the Company's Form S-8 filed
with the Commission on January 13, 1998 (File No.
333-44179), which is incorporated herein by reference.
4.4 Amended and Restated Bylaws of the Company, previously
filed with the Commission 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, Hasting, Janofsky & Walker LLP (set
forth as part of Exhibit 5 above).
24 Power of Attorney (set forth on page 2).
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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 June 30,
1999.
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
Christopher Wm. Voisin, 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
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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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. Donald Speer, II Chairman of the Board and Chief June 30, 1999
- ------------------------------- Executive Officer, President and
L. Donald Speer, II Chief Operating Officer and a
Director (Principal Executive
Officer)
/s/ Richard T. Harrison President and Chief Operating June 30, 1999
- ------------------------------- Officer, Cyberworks, Inc. and a
Richard T. Harrison Director
/s/ Andrew B. Laub Executive Vice President, Chief June 30, 1999
- ------------------------------- Financial Officer and Treasurer
Andrew B. Laub and a Director (Principal
Financial Officer)
/s/ G. Fritz Opel Executive Vice President, June 30, 1999
- ------------------------------- Marketing and Consulting Services
G. Fritz Opel and a Director
/s/ Jane McKeag Vice President, Governmental June 30, 1999
- ------------------------------- Relations and a Director
Jane McKeag
/s/ Thomas G. Holmes Vice President, Technology and a June 30, 1999
- ------------------------------- Director
Thomas G. Holmes
/s/ Kevin McIntosh Controller (Principal Accounting June 30, 1999
- ------------------------------- Officer)
Kevin McIntosh
/s/ Charles Reibel Director June 30, 1999
- -------------------------------
Charles Reibel
/s/ Cornelius E. ("Neil") Smyth Director June 30, 1999
- -------------------------------
Cornelius E. ("Neil") Smyth
</TABLE>
3
<PAGE> 5
INDEX TO EXHIBITS
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
4.1 Inland Entertainment Corporation 1995 Stock Option Plan,
as Amended, previously filed as Appendix A to the
definitive Proxy Statement dated October 27, 1998 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 27, 1998, 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, previously
filed as Exhibit 4.3 to the Company's Form S-8 filed
with the Commission on January 13, 1998) (File No.
333-44179), which is incorporated herein by reference.
4.4 Amended and Restated Bylaws of the Company, previously
filed with the Commission 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 5
[PAUL, HASTINGS, JANOFSKY & WALKER LLP LETTERHEAD]
June 30, 1999
(714) 668-6200
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 Entertainment
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 July
2, 1999, 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 7, 1998, accompanying the financial
statements of Inland Entertainment Corporation appearing in the fiscal 1998
Annual Report of the Company to its shareholders included in the Annual Report
on Form 10-KSB for the year ended June 30, 1998, which are incorporated by
reference in this Registration Statement on Form S-8 (Inland Entertainment
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
June 30, 1999
