<PAGE> 1
As Filed with the Securities and Exchange Commission on July 13, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
THE SANDS REGENT
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0201135
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------------
345 NORTH ARLINGTON AVENUE
RENO, NEVADA 89501
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
AMENDED AND RESTATED STOCK OPTION PLAN FOR
EXECUTIVES AND KEY EMPLOYEES OF THE SANDS REGENT;
AND
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR LOUIS J. PHILLIPS
(FULL TITLE OF THE PLANS)
------------------
<TABLE>
<CAPTION>
<S> <C>
PETE CLADIANOS, III Copy to:
Executive Vice President and Secretary Regina M. Schlatter, Esq.
THE SANDS REGENT LATHAM & WATKINS
345 North Arlington Avenue 650 Town Center Drive, Twentieth Floor
Reno, Nevada 89501 Costa Mesa, California 92626-1925
(702) 348-2210 (714) 540-1235
</TABLE>
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............... 310,000 $1.8223 $564,914 $167
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Amended and Restated Stock Option Plan For Executives and Key Employees
of The Sands Regent (the "Plan") authorizes the issuance of a maximum of
800,000 shares of common stock of The Sands Regent (the "Company"), par
value $.05 per share ("Common Stock"), 300,000 of which are being newly
registered hereunder, 72,136 of which are subject to presently outstanding
options granted under the Plan. See "Incorporation of Documents by
Reference" below. The Non-Qualified Stock Option Agreement for Louis J.
Phillips ("Phillips Agreement") provides for the issuance of 10,000 shares
of the Common Stock pursuant to the exercise of presently outstanding
options.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
the sum of (i) the product of the number of options outstanding under the
Plan (72,136) and the weighted average exercise price of the outstanding
options under the Plan ($1.812), and (ii) the product of the remaining
options available for future grants under the Plan (227,864) and the average
($1.8125) of the high and low prices of the Common Stock as reported on The
Nasdaq National Market, on July 8, 1998, and (iii) the product of the number
of options outstanding under the Phillips Agreement (10,000) and the
exercise price for such options ($2.12).
================================================================================
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OPTIONS GRANTED UNDER THE PLAN AND PHILLIPS AGREEMENT,
AS APPLICABLE, ARE EXERCISED.
Exhibit Index on Page 5
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
This Registration Statement covers, in part, 300,000 additional shares
of Common Stock of the Company reserved for issuance under the Amended and
Restated Stock Option Plan for Executives and Key Employees of The Sands Regent
(the "Plan"). Effective August 4, 1997, the Board of Directors of the Company
adopted, and on November 3, 1997, the shareholders of the Company approved, an
amendment to the Plan which increased the number of shares reserved for issuance
thereunder by 300,000 shares to 800,000 shares. On September 26, 1985 and March
17, 1993, the Company filed with the Commission Form S-8 Registration Statements
(Nos. 33-00475 and 33-59574, respectively) (collectively, the "Prior
Registration Statements") covering (after giving effect to a 100% stock dividend
effected on February 26, 1993) an aggregate of 500,000 shares issuable under the
Plan. The contents of the Prior Registration Statements are incorporated by
reference herein to the extent not modified or superseded thereby or by any
subsequently filed document which is incorporated by reference herein or
therein.
The following documents are filed by the Company with the Commission are
also incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1997;
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998; and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed with the
Commission (No. 2-93453).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and 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 be deemed
to be incorporated by reference in this Registration Statement and to be a part
of it from the respective dates of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
The consolidated financial statements of the Company appearing in its
Annual Report on Form 10-K for the year ended June 30, 1997, have been audited
by Deloitte & Touche, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Bylaws contain a section which reflects the current
provisions of Section 78.751 of the Nevada General Corporation law. The
Company's Bylaws provide, in general, that the Company shall indemnify any
person who was or
2
<PAGE> 3
is a party or is threatened to be made a party to any threatened, pending or
completed lawsuit, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company against certain expenses incurred in connection with such lawsuit if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company. The Company shall also
indemnify any such person who is a party to a lawsuit by or in the right of the
Company by reason of the fact that he is or was a director, officer, employee or
agent of the Company against certain expenses incurred in connection with the
defense or settlement of such lawsuit if he acted in good faith and in a manner
he reasonably believed to be or not opposed to the best interests of the
corporation, unless such person has been adjudged by a court to be liable to the
Company and except for amounts paid in settlement to the Company.
The inclusion of the above provisions in the Company's Bylaws may have
the effect of reducing the likelihood of stockholder derivative suits against
directors and may discourage or deter stockholders or management from bringing a
lawsuit against directors for breach of their duty of care, event though such an
action, if successful, might otherwise have benefited the Company and its
stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS
--------
See Index to Exhibits on page 5.
ITEM 9. UNDERTAKINGS
------------
(a) The Company 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, present a fundamental change in the information set
forth in this Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-affective amendment by
those paragraphs is contained in periodic reports filed by the Company 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 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 thereon.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 that event that a claim for expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company 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 Reno, State of Nevada, on
this 8th day of July, 1998.
THE SANDS REGENT,
a Nevada corporation
By: /s/ Ferenc B. Szony
--------------------------------------------
Ferenc B. Szony
President, Chief Executive Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ferenc B. Szony as attorney-in-fact and agent, with full power of substitution
and resubstitution, to sign on his or her behalf, individually and in the
capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Ferenc B. Szony President, Chief Executive Officer, July 8, 1998
- --------------------------- and Director
Ferenc B. Szony (Principal Executive Officer)
/s/ Katherene Latham Chairman of the Board July 8, 1998
- ---------------------------
Katherene Latham
/s/ Pete Cladianos, Jr. Vice Chairman of the Board July 8, 1998
- ---------------------------
Pete Cladianos, Jr.
/s/ Jon N. Bengsten Director July 8, 1998
- ---------------------------
Jon N. Bengston
/s/ Pete Cladianos, III Director July 8, 1998
- ---------------------------
Pete Cladianos, III
/s/ Louis J. Phillips Director July 8, 1998
- ---------------------------
Louis J. Phillips
/s/ David R. Wood Executive Vice President, Treasurer, July 8, 1998
- --------------------------- Chief Financial Accounting Officer
David R. Wood and Director
</TABLE>
4
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
<S> <C> <C>
4.1 Restated Articles of Incorporation of the Company (Incorporated by
reference to Exhibit 3(a) to the Company's Registration Statement
(Registration No. 2-93453) on Form S-1).................................
4.2 Certificate of Amendment to the Restated Articles of Incorporation
of the Company, dated November 2, 1987 (Incorporated by reference to
Exhibit 4(a) to the Company's Form 10-Q for the quarter ended
December 31, 1987)......................................................
4.3 Amended and Restated Bylaws of the Company, as amended
April 29, 1985, and (Incorporated by reference to Exhibit 3(b) to the
Company's Form 10-K for the fiscal year ended June 30, 1985)............
4.4 Resolution of Amendment to the Bylaws of the Company, dated
November 2, 1987 (Incorporated by reference to Exhibit 4(b) to the
Company's Form 10-Q for the quarter ended December 31, 1987)............
4.5 Certificate of Amendment of the Amended and Restated Code of
Bylaws, as amended, of The Sands Regent, dated January 10, 1996
(Incorporated by reference to Exhibit 3(b)(iii) to the Company's
Form 10-K for the fiscal year ended June 30, 1996)......................
4.6 Amended Trust Agreement, dated February 22, 1987, among Antonia
Cladianos II as trustor and beneficiary and Pete Cladianos, Jr. as
trustee (Incorporated by reference to Exhibit 4(a) to the Company's
Form 10-K for the fiscal year ended June 30, 1987)......................
4.7 Amended Trust Agreement, dated February 19, 1987, among Pete
Cladianos III as trustor and beneficiary and Pete Cladianos, Jr. as
trustee (Incorporated by reference to Exhibit 4(b) to the Company's
Form 10-K for the fiscal year ended June 30, 1987)......................
5.1 Opinion of Latham & Watkins............................................. 6
10.1 Non-qualified Stock Option Agreement between the Company and
Louis J. Phillips dated May 11, 1998.................................... 7
23.1 Consent of Latham & Watkins (included in Exhibit 5)..................... 6
23.2 Consent of Deloitte & Touche LLP........................................ 15
24.1 Power of Attorney (included on the signature page to this
Registration Statement)................................................. 4
</TABLE>
5
<PAGE> 1
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
July 8, 1998
The Board of Directors
The Sands Regent
345 N. Arlington Avenue
Reno, Nevada 89501
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 310,000 shares (the "Shares") of common stock, $.05 par
value, of The Sands Regent (the "Company"). None of the Shares are issued and
outstanding as of the date hereof, but 300,000 Shares are issuable upon exercise
of options previously granted or to be granted under the Amended and Restated
Stock Option Plan For Executives and Key Employees of The Sands Regent (the
"Plan") and 10,000 shares are issuable upon exercise of options previously
granted under the Non Qualified Stock Option Agreement dated May 11, 1998
between the Company and Louis J. Phillips (the "Phillips Agreement").
We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of rendering the opinions expressed below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Nevada and we assume no
responsibility as to the application to the subject transaction, or the effect
thereon, of any other laws, of the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
other state.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, upon the exercise of options granted pursuant to the Plan and the Phillips
Agreement, as applicable, and the issuance and sale of the Shares, each in the
manner contemplated by the Registration Statement and each in accordance with
the terms of the Plan or the Phillips Agreement, as applicable, and subject to
the Company completing all action and proceedings required on its part to be
taken prior to the issuance of the Shares pursuant to the terms of the Plan or
the Phillips Agreement, as applicable, and the Registration Statement,
including, without limitation, collection of required payment for the Shares,
the Shares will be legally and validly issued, fully paid and nonassessable
securities of the Company.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Latham & Watkins
6
<PAGE> 1
EXHIBIT 10.1
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
THIS AGREEMENT is made by and between The Sands Regent, a Nevada
corporation, hereinafter referred to as "Company," and Louis J. Phillips, a
Director of the Company, hereinafter referred to as "Director":
WHEREAS, the Company wishes to afford the Director the opportunity to
purchase shares of its Common Stock ("Common Stock"); and
WHEREAS, the Board has determined that it would be to the advantage and
in the best interest of the Company and its shareholders to grant the
non-qualified stock option provided for herein to the Director as an inducement
to enter into the service of the Company and as an incentive for increased
efforts during such service, and has advised the Company thereof and instructed
the undersigned officers to issue said Option; and
WHEREAS, the grant of said Option has been made in conformity with Rule
16b-3; and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I.
DEFINITIONS
-----------
Whenever the following terms are used in this Agreement, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.
Section 1.1. -- Administrator
- ------------ -------------
"Administrator" shall mean the Board, excluding the Director.
Section 1.2. -- Board
- ------------ -----
"Board" shall mean the Board of Directors of the Company, as constituted
from time to time.
Section 1.3. -- Company
- ------------ -------
"Company" shall mean The Sands Regent, a Nevada corporation.
<PAGE> 2
Section 1.4. -- Exchange Act
- ------------ ------------
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
Section 1.5. -- Option
- ------------ ------
"Option" shall mean the non-qualified stock option to purchase Common
Stock of the Company granted under this Agreement.
Section 1.6. -- Rule 16b-3
- ------------ ----------
"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act,
as amended from time to time.
Section 1.7. -- Secretary
- ------------ ---------
"Secretary" shall mean the Secretary of the Company.
Section 1.8. -- Securities Act
- ------------ --------------
"Securities Act" shall mean the Securities Act of 1933, as amended.
Section 1.9. -- Termination of Directorship
- ------------ ---------------------------
"Termination of Directorship" shall mean the time when the Director
terminates as a member of the Board for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death or retirement.
ARTICLE II.
GRANT OF OPTION
---------------
Section 2.1. -- Grant of Option
- ------------ ---------------
Upon the terms and conditions set forth in this Agreement and in
consideration of the Director's agreement to serve on the Board, effective as of
the date set forth on the signature page hereof (the "Date of Grant"), the
Company irrevocably grants to the Director an option to purchase any part or all
of the aggregate number of shares of Common Stock set forth on the signature
page hereof, subject to adjustment pursuant to Section 2.4 hereof.
Section 2.2. -- Purchase Price
- ------------ --------------
The purchase price of the shares of stock covered by the Option shall be
the amount per share of Common Stock set forth on the signature page hereof, all
without commission or other charge, and subject to adjustment pursuant to
Section 2.4 hereof.
2
<PAGE> 3
Section 2.3. -- Consideration to Company
- ------------ ------------------------
In consideration of the granting of this Option by the Company, the
Director agrees to remain as a member of the Board for a period of at least one
year after the Date of Grant, unless the shareholders of the Company fail to
reelect Director to the Board upon expiration of Director's term of office prior
to the expiration of the one year period.
Section 2.4. -- Adjustments in Option
- ------------ ---------------------
In the event that the outstanding shares of the stock subject to the
Option are changed into or exchanged for a different number or kind of shares of
the Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of shares, the Administrator shall make an appropriate
and equitable adjustment in the number and kind of shares as to which the
Option, or portions thereof then unexercised, shall be exercisable, to the end
that after such event the Director's proportionate interest shall be maintained
as before the occurrence of such event. Such adjustment in the Option shall be
made without change in the total price applicable to the unexercised portion of
the Option (except for any change in the aggregate price resulting from
rounding-off of shares quantities or prices) and with any necessary
corresponding adjustment in the Option price per share. Any such adjustment made
by the Administrator shall be final and binding upon the Director, the Company
and all other interested persons.
ARTICLE III.
PERIOD OF EXERCISABILITY
------------------------
Section 3.1. -- Commencement of Exercisability
- ------------ ------------------------------
(a) The Option shall become (100%) exercisable on the first anniversary
of the Date of Grant; provided that Director is a member of the Board on such
date.
(b) No portion of the Option which is unexercisable at Termination of
Directorship shall thereafter become exercisable.
Section 3.2. -- Expiration of Option
- ------------ --------------------
The Option may not be exercised to any extent by anyone after the first
to occur of the following events:
(a) The expiration of ten (10) years and one (1) day from the date the
Option was granted; or
(b) The expiration of one (1) year from the date of Director's
Termination of Directorship.
3
<PAGE> 4
Section 3.3. -- Acceleration of Exercisability
- ------------ ------------------------------
In the event of the merger or consolidation of the Company with or into
another corporation, or the acquisition by another corporation or person of all
or substantially all of the Company's assets or eighty percent (80%) or more of
the Company's then outstanding voting stock, or the liquidation or dissolution
of the Company, then this Option shall be exercisable as to all shares covered
hereby, notwithstanding that this Option may not yet have become fully
exercisable under Section 3.1.(a).
ARTICLE IV.
EXERCISE OF OPTION
------------------
Section 4.1. -- Person Eligible to Exercise
- ------------ ---------------------------
During the lifetime of the Director, only the Director may exercise the
Option or any portion thereof. After the death of the Director, any exercisable
portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.2, be exercised by the Director's personal
representative or by any person empowered to do so under the Director's will or
under the then applicable laws if descent and distribution.
Section 4.2. -- Partial Exercise
- ------------ ----------------
The Option, if then exercisable, may be exercised in whole or in part at
any time; provided, however, that each partial exercise shall be for not less
than twenty-five (25) shares and shall be for whole shares only.
Section 4.3. -- Manner of Exercise
- ------------ ------------------
The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary or the Secretary's office of all of the following
prior to the time when the Option or such portion becomes unexercisable under
Section 3.2:
(a) Notice in writing signed by the Director or the other person then
entitled to exercise the Option or portion stating that the Option or portion is
thereby exercised, such notice complying with all applicable rules established
by the Administrator;
(b) Full payment (in cash or by check) for the shares with respect to
which such Option or portion is exercised;
(c) A bona fide written representation and agreement, in a form
satisfactory to the Administrator, signed by the Director or other person then
entitled to exercise such Option or portion, stating that the shares of stock
are being acquired for his own account, for investment and without any present
intention of distributing or reselling said shares or any of them except as may
be permitted under the Securities Act and then applicable rules and regulations
thereunder, and that the Director or other person then entitled to exercise such
Option or portion will
4
<PAGE> 5
indemnify the Company against and hold it free and harmless from any loss,
damage, expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the representation and
agreement referred to above. The Administrator may, in its absolute discretion,
take whatever additional actions it deems appropriate to insure the observance
and performance of such representation and agreement and to effect compliance
with the Securities Act and any other federal or state securities laws or
regulations. Without limiting the generality of the foregoing, the Administrator
may require an opinion of counsel acceptable to it to the effect that any
subsequent transfer of shares acquired on an Option exercise does not violate
the Securities Act, and may issue stop-transfer orders covering such shares.
Share certificates evidencing stock issued upon exercise of this Option shall
bear an appropriate legend referring to the provisions of this subsection (c)
and the agreements herein. The written representation, agreement and legend
referred to in this subsection (c) shall, however, not be required if the shares
to be issued pursuant to such exercise have been registered under the Securities
Act, and such registration is then effective in respect of such shares.
(d) Full payment (in cash or by check) to the Company (or other employer
corporation) of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option; and
(e) In the event the Option or portion shall be exercised pursuant to
Section 4.1 by any person or persons other than the Director, appropriate proof
of the right of such person or persons to exercise the Option.
Section 4.4. -- Conditions to Issuance of Stock Certificates
- ------------ --------------------------------------------
The shares of stock deliverable upon the exercise of the Option, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such shares shall
be fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon the
exercise of the Option or portion thereof prior to fulfillment of all of the
following conditions:
(a) The admission of such shares to listing on all stock exchanges on
which such class of stock is then listed;
(b) The completion of any registration or other qualification of such
shares under any state or federal law or under rulings or regulations of the
Securities and Exchange Commission or of any other governmental regulatory body,
which the Administrator shall, in its absolute discretion, determine to be
necessary or advisable;
(c) The obtaining of any approval or other clearance form any state or
federal governmental agency which the Administrator shall, in its absolute
discretion, determine to be necessary or advisable;
5
<PAGE> 6
(d) The payments to the Company (or other employer corporation) of all
amounts which, under federal, state or local tax law, it is required to withhold
upon exercise of the Option; and
(e) The lapse of such reasonable period of time following the exercise
of the Option as the Administrator may from time to time establish for reasons
of administrative convenience.
Section 4.5. -- Rights of Shareholders
- ------------ ----------------------
The Director shall not be, nor have any of the rights or privileges of,
a shareholder of the Company in respect of any shares purchasable upon the
exercise of any part of the Option unless and until certificates representing
such shares shall have been issued by the Company to such holder.
ARTICLE V.
OTHER PROVISIONS
----------------
Section 5.1. -- Administration
- ------------ --------------
The Administrator shall have the power to interpret this Agreement and
to adopt such rules for the administration, interpretation and application of
this Agreement as are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretations and determinations made by the
Administrator in good faith shall be final and binding upon the Director, the
Company and all other interested persons. No member of the Administrator shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Option. The Board may at any time and from time
to time exercise any and all rights and duties of the Administrator under this
Agreement.
Section 5.2. -- Option Not Transferable
- ------------ -----------------------
Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Director or his
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
Section 5.3. -- Shares to Be Reserved
- ------------ ---------------------
The Company shall at all times during the term of the Option reserve and
keep available such number of shares of Common Stock as will be sufficient to
satisfy the requirements of this Agreement.
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<PAGE> 7
Section 5.4. -- Notices
- ------------ -------
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Director shall be addressed to the Director at the address given
beneath the Director's signature hereto. By a notice given pursuant to this
Section 5.4, either party may hereafter designate a different address for
notices to be given. Any notice which is required to be given to the Director's
personal representative has previously informed the Company of his status and
address by written notice under this Section 5.4. Any notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid deposited (with postage prepared) in a post office or branch post
office regularly maintained by the United States Postal Service, or to a courier
guaranteeing overnight delivery.
Section 5.5. -- Titles
- ------------ ------
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
Section 5.6. -- Construction
- ------------ ------------
This Agreement shall be administered, interpreted and enforced under the
laws of the State of Nevada.
Section 5.7. -- Conformity to Securities Laws
- ------------ -----------------------------
The Director acknowledges that this Agreement is intended to conform to
the extent necessary with all provisions of the Securities Act and the Exchange
Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, including without limitation Rule 16b-3.
Notwithstanding anything herein to the contrary, this Agreement shall be
administered, and the Option is granted and may be exercised, only in such a
manner as to conform to such laws, rules and regulations to the extent
applicable. To the extent permitted by applicable law, this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.
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<PAGE> 8
SIGNATURE PAGE
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
I have read the Non-Qualified Stock Option Agreement (the "Agreement").
As Director, I hereby agree to all of the terms of the Agreement.
Date of Grant: May 11, 1998 Director Social Security Number or
Taxpayer Identification Number:
Louis J. Phillips
- ---------------------------------- -----------------------------------
Director Name (Please Print)
Number of Option Shares: 10,000
Purchase Price Per Share: $_______
- ----------------------------------
- ----------------------------------
Address
-----------------------------------
Director Signature
The Company hereby agrees to all of the terms of the Agreement.
THE SANDS REGENT,
a Nevada Corporation
By:
------------------------------
Its:
------------------------------
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<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Sands Regent on Form S-8 of our report dated August 8, 1997,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
The Sands Regent for the year ended June 30, 1997 and to the reference to us
under the heading "Interests of Named Experts and Counsel" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche
Reno, Nevada
July 8, 1998
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