<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BINGO & GAMING INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Oklahoma 73-1092118
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
13581 Pond Springs Road, Suite 105
Austin, Texas 78279
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(Address of Principal Executive Offices)
(512) 335-0065
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(Issuer's Telephone Number, including Area Code)
Consulting Agreements
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(Full Title of the Plan)
Reid Funderburk
13581 Pond Springs Road, Suite 105
Austin, Texas 78279
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(Name and Address of Agent for Service)
(512) 335-0065
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(Telephone Number, Including Area Code, of Agent for Service)
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: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common
voting stock 32,500 $0.50 $ 16,250 $ 4.92
$0.001 par
value common
voting stock 15,717 $0.60 $ 9,430.20 $ 2.86
Options to 300,000 $0.60 $180,000 $54.55
purchase $0.001
par value common
voting stock
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1 Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the agreed value of
the services to be rendered for the common stock to be
issued under the Plan.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's latest annual report for the calendar year
ending December 31, 1996;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of such calendar year and during the
preceding twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Excluding any shares of common stock that may be issued to him
pursuant to this Registration Statement (7,858 shares total), Branden T.
Burningham, Esq., who has prepared this Registration Statement, and an Opinion
regarding the authorization, issuance and fully-paid and non-assessable status
of the securities covered by this Registration Statement, owns no common stock
of the Registrant and is not deemed to be an affiliate of the Registrant or a
person associated with an affiliate of the Registrant.
Leonard W. Burningham, Esq., who is the father of Branden T.
Burningham, Esq., has been general counsel for the Registrant since 1994.
Excluding any shares of common stock that may be issued to him pursuant to
this Registration Statement (7,859 shares total), Mr. Burningham owns no
shares of common stock of the Registrant. There are no arrangements or
understandings which would in any way cause him to be deemed an affiliate of
the Registrant or a person associated with an affiliate of the Registrant.
Item 6. Indemnification of Directors and Executive Officers.
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Section 1031(A) of the Oklahoma Corporations Code (the "Code")
authorizes a corporation to indemnify a corporate director, officer, employee
or agent against liability for acts taken in good faith and in a manner which
he or she reasonably believed was in, or was not opposed to, the corporation's
best interests. In the case of criminal proceedings, the party to be
indemnified must have had no reasonable cause to believe that his or her
conduct was unlawful. A corporation may not indemnify a director, officer,
employee or agent under Section 1031(A) when such person was adjudged liable
to the corporation, unless the court in which the action was brought
determines that the person is fairly and reasonably entitled to indemnity.
Unless limited by a corporation's articles of incorporation,
Section 1031(C) of the Code requires a corporation to indemnify a director,
officer, employee or agent against reasonable expenses incurred in
successfully defending himself or herself against claims brought against him
or her due to his or her corporate role.
Section 1031(E) of the Code authorizes a corporation to advance a
director or officer's reasonable expenses if he or she furnishes a written
undertaking to repay such amount if it is determined that he or she is not
entitled to indemnification.
Regardless of whether the corporation has the power to indemnify a
director, officer, employee or agent under the other provisions of Section
1031, Section 1031(G) allows a corporation to purchase and maintain insurance
on his or her behalf against liability resulting from his or her corporate
role.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy.
See subparagraph (h) of Item 9 below.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of BDO Seidman, LLP,
Certified Public Accountants
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (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 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
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 additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such 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.
(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) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 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 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 Austin, State of Texas, on December
9, 1997.
REGISTRANT:
Date: 12/9/97 By /s/ Reid Funderburk
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Reid Funderburk
Chairman of the Board, CEO and Director
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.
Date: 12/9/97 By /s/ Reid Funderburk
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Reid Funderburk
Chairman of the Board, CEO and Director
Date: 12/5/97 By /s/ George Majewski
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George Majewski
President and Director
Date: 12/10/97 By /s/ Robert H. Hughes
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Robert H. Hughes
Director
Date: 12/9/97 By /s/ Rick Redmond
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Rick Redmond
Director
Date: 12/9/97 By /s/ Robert Chappel
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Robert Chappel
Secretary and Treasurer
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Securities and Exchange Commission File No. 0-10519
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BINGO & GAMING INTERNATIONAL, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of BDO Seidman, LLP,
Certified Public Accountants
<PAGE>
(Letterhead of Branden T. Burningham, Esq.)
December 12, 1997
Bingo & Gaming International, Inc.
13581 Pond Springs Road, Suite 105
Austin, Texas 78729
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Bingo & Gaming International, Inc., an Oklahoma corporation
Board of Directors:
As counsel for Bingo & Gaming International, Inc., an Oklahoma
corporation (the "Company"), and in connection with the issuance of (i) 32,500
shares of the Company's $0.001 par value common stock to one individual
consultant; (ii) 15,717 shares of the Company's $0.001 par value common stock
to two individual consultants; and (iii) options to purchase an aggregate of
300,000 shares of the Company's $0.001 par value common stock to two
individual consultants (collectively all consultants hereunder shall be
referred to as the "Consultants") pursuant to written compensation agreements
with each Consultant (collectively, the "Plans"), I have been asked to render
an opinion as to the legality of these securities (which shall be referred to
collectively as the "Securities"), which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and
Exchange Commission (the "Commission"), and as to which this opinion is to be
filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. By-laws;
3. Form 10-SB Registration Statement and all amendments thereto;
4. Annual Report on Form 10-KSB for the calendar year ended
December 31, 1996;
5. Quarterly Reports on Form 10-QSB for the quarters ended March
31, 1997; June 30, 1997; and September 30, 1997;
6. A copy of each of the Plans; and
7. The Unanimous Consent of the Board of Directors adopting the
Plans, designating the names of the Plans and the name, address and telephone
number of the Plans' Agent.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plans prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also provided the individual participants in the Plans with a
copy of the documents enumerated in paragraphs 4 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plans, the Securities to be
issued pursuant to the Plans will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable. This
opinion is expressly limited in scope to the Securities described herein and
which are to be expressly covered by the above referenced Registration
Statement and does not cover any subsequent issuances of any securities to be
made in the future pursuant to any other plans, if any, pertaining to services
performed in the future. Any such transactions are required to be included in
a new Registration Statement or a post-effective amendment to the above
referenced Registration Statement, which will be required to include a revised
or a new opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Oklahoma and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Sincerely yours,
/s/ Branden T. Burningham
cc: Bingo & Gaming International, Inc.
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(Letterhead of Branden T. Burningham, Esq.)
December 12, 1997
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Bingo & Gaming International, Inc., an Oklahoma corporation
(the "Registrant"), SEC File No. 0-10519, to be filed on or
about December 15, 1997, covering the registration and
issuance of (i) 32,500 shares of common stock to one individual
consultant; (ii) 15,717 to two individual consultants; and (iii)
options to purchase an aggregate of 300,000 shares of common stock to
two individual consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
cc: Bingo & Gaming International, Inc.
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[Letterhead of BDO Seidman, LLP, Certified Public Accountants]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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November 26, 1997
Bingo & Gaming International, Inc.
Austin, Texas 78729
Dear Sirs:
We hereby consent to the use of our report dated March 26, 1997, in the
Form S-8 of Bingo & Gaming International, Inc., an Oklahoma corporation. We
also consent to the use of our name as an expert in the Form S-8.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Certified Public Accountants
Austin, Texas
