As filed with the Securities and Exchange Commission on July 17,
1997
Registration No. ______________
==============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
ROYAL CASINO GROUP INC.
(Exact name of registrant as specified in its charter)
Utah
95-4091368
(State or other jurisdiction of
(IRS Employer Identification No.)
Incorporation or organization)
152 Sherman St.
Deadwood, SD 57732
(Address of principal
executive offices) (Zip Code)
_______________________
Consulting/Compensation Plan
(Full title of plan)
_______________________
Jon F. Elliott
Royal Casino Group Inc.
152 Sherman St.
Deadwood SD 57732
(Name and address of agent for service)
______________________________
(605) 578-1299
(Telephone number, including area code, of agent of service)
______________________________
Copy to:
Roderick H. Powell III, Esq.
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
(805) 541-5100
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum
Maximum
Securities To Amount To Offering Price
Aggregate Amount of
Be Registered Be Registered(1) Per share(3) Offering
Price(3) Registration fee
Common Stock
($0.01 par value
per share) 500,000(2) $0.60
$300,000 $ 103.45
(1) Pursuant to Rule 416, the number of shares registered shall
be adjusted to include any additional shares of Common Stock
that may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with
anti-dilution provisions of stock options, and anti-dilutions
adjustments to the amount of shares of Common Stock issuable
pursuant to stock options exercised thereafter.
(2) Represents 500,000 to be issued pursuant to the informal
consulting/compensation plan of Registrant and includes
re-offers of such shares.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 (c) and (h), based upon
the average of the bid and asked price of Common Stock on June
27, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan information.
Omitted as Permitted.
Item 2. Registrant information and Employee Plan Annual
Information.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by ROYAL CASINO GROUP INC. (the
"Company) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996 filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act").
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the Company's fiscal year ended July 31, 1996.
All reports or other documents subsequently filed by the Company
pursuant to Section 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 then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such reports or
documents.
Although the Company's financial statements for the nine months
ended April
30, 1997 have not been audited by Arthur Andersen LLP, they have
informed the
Company that if the current cash flow
and liquidity problems continue to exist at the time of their
audit of the financial statements for the year ended July 31,
1997, their report on those statements will include an
explanatory fourth paragraph because of substantial doubt about
the Company's ability to continue as a going concern.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide for indemnification (to the full
extent permitted by law) of directors, officers, and other
agents of the Company against expenses, judgments, fines
and amounts paid in settlements actually and reasonably incurred
in connection with any proceeding arising by reason of the fact
that such person is or was an officer, director, or agent of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
1. Opinion and consent of Roderick H. Powell III, Esq.
2. Consent of Roderick H. Powell III, Esq.
(included in Exhibit 1)
3. Consent of Arthur Andersen. LLP
4. Power of Attorney (Page 6 of this Registration Statement)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post effective amendment to this registration
statement:
(I) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii)
shall not apply to information required to be included in a
post-effective amendment by those paragraphs which are
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such port-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.
(3) 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 the
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section15(d) of the Exchange Act
that is incorporated by reference in this 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 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions of Item 6 of this registration statement, or
otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 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 Deadwood, State of South Dakota, on June 24, 1997
ROYAL CASINO GROUP INC.
By:______/s/ Jon F.
Elliott___________________________
Jon F. Elliott,
Chairman, President/Chief Executive Officer
& Chief Financial Officer
POWER OF ATTORNEY
Each person in so signing also makes, constitutes and appoints
Jon F. Elliott and Roderick H. Powell III and either of them,
with full power of substitution and resubstitution, his true and
lawful attorneys-in-fact, for him in any and all capacities, to
sign any amendments (including post-effective amendments) to
this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therein, with the
Securities and Exchange Commission.
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.
Signature
Title Date
__/s/ Jon F. Elliott ______ Chairman
(President/Chief June 27, 1997
Jon F. Elliott Executive
Officer/Chief Financial
Officer) and Director
__/s/ Larry C. Close_______ Vice President and
Director June 27, 1997
Larry C. Close
INDEX TO EXHIBITS
EXHIBIT
PAGE
1 Opinion and Consent of Roderick H. Powell III, Esq.
8
2 Consent of Roderick H. Powell III, Esq.
8
(Included in Exhibit 1)
3 Consent of Arthur Andersen, LLP
9
4 Power of Attorney (page 6 of this Registration
6
Statement)
RODERICK H. POWELL III
Attorney at Law
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
(805) 541-5100
(805) 541-5149 FAX
July 17, 1997
Royal Casino Group Inc.
152 Sherman Street
Deadwood, South Dakota 57732
RE:
Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8, together with exhibits thereto, to be filed by you
relating to the registration of 500,000 shares of common stock,
$0.001 par value per share (the "Common Stock"), issuable in
connection with Royal Casino Group Inc., a Utah Corporation (the
"Company") Consulting/Compensation plan ("Plan"). We are
familiar with the proceedings taken, and to be taken, by the
Company in connection with the issuance of shares of Common
Stock under the Plan and authorization of such issuance
thereunder, and have examined such documents and such questions
of law and fact as we deem necessary in order to express the
opinion hereinafter stated.
Based on the foregoing, it is our opinion that the shares of
Common Stock of the Company to be issued pursuant to the Plan
have been duly authorized, and that such Common Stock, when
issued in accordance with the terms of the Plan, will be legally
and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the above referenced Registration Statement .
Very truly yours,
RODERICK H. POWELL III
Exhibit 3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report dated October 25, 1996, included in Royal
Casino Group Inc.'s Form 10-K for the year ended July 31, 1996,
and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
July 15, 1997
