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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2000
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
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THE SANDS REGENT
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 880201135
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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345 NORTH ARLINGTON AVENUE
RENO, NEVADA 89501
(Addresses of Principal Executive Offices including Zip Codes)
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SECOND AMENDED AND RESTATED STOCK OPTION PLAN FOR
EXECUTIVE AND KEY EMPLOYEES OF THE SANDS REGENT
(FULL TITLE OF THE PLAN)
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DAVID R. WOOD COPY TO:
EXECUTIVE VICE PRESIDENT AND TREASURER REGINA M. SCHLATTER, ESQ.
THE SANDS REGENT LATHAM & WATKINS
345 NORTH ARLINGTON AVENUE 650 TOWN CENTER DRIVE, SUITE 2000
RENO, NEVADA 89501 COSTA MESA, CALIFORNIA 92626-1925
(775) 348-2210 (714) 540-1235
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE
TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 300,000 $2.4375 $731,250 $194
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(1) The Second Amended and Restated Stock Option Plan for Executive and Key
Employees of The Sands Regent (the "Plan") authorizes the issuance of
1,100,000 shares of common stock, par value $0.10 per share, of The Sands
Regent (the "Company") (the "Common Stock"), of which 300,000 shares are
being registered hereunder.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended (the "Securities Act"), and is based on the average of the high and
low sales price of the Common Stock, as reported on The Nasdaq National
Market-Small Cap on November 22, 2000 as to 300,000 shares available for
future grants under the Plan.
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PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OUTSTANDING OPTIONS ARE EXERCISED.
TOTAL PAGES 7
EXHIBIT INDEX ON PAGE 5
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (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
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement covers, 300,000 additional shares of Common
Stock of the Company reserved for issuance under the Second Amended and Restated
Stock Option Plan for Executive and Key Employees of The Sands Regent (the
"Plan"). 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) covering (after giving effect to a 100% stock dividend effected on
February 26, 1993) an aggregate of 500,000 shares issuable under the Plan. On
July 13, 1998, the Company filed with the Commission Form S-8 Registration
Statement (No. 333-58997) in connection with an amendment to the Plan which
increased the number of shares reserved for issuance thereunder by 300,000
shares to 800,000 shares (collectively, the "Prior Registration Statements").
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
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements and related financial statement schedule
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended June 30, 2000 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
ITEM 8. EXHIBITS
See Index to Exhibits on page 5.
2
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SIGNATURES
Pursuant to the requirements of 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 November 28, 2000.
THE SANDS REGENT
By: /s/ FERENC B. SZONY
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Ferenc B. Szony, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ DAVID R. WOOD
----------------------------------
David R. Wood, Executive Vice
President, Treasurer and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
3
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Ferenc B. Szony and David R. Wood, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully, to
all intents and purposes, as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of November 28, 2000.
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<CAPTION>
Signature Title
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<S> <C>
/s/ FERENC B. SZONY President, Chief Executive Officer and Director
----------------------------------- (Principal Executive Officer)
Ferenc B. Szony
/s/ DAVID R. WOODS Executive Vice President, Treasurer,
----------------------------------- Chief Financial Officer and Director
David R. Wood (Principal Financial and Accounting Officer)
/s/ KATHERENE LATHAM Director
-----------------------------------
Katherene Latham
/s/ PETE CLADIANOS, JR. Director
-----------------------------------
Pete Cladianos, Jr.
/s/ PETE CLADIANOS III Director
-----------------------------------
Pete Cladianos III
/s/ JON N. BENGSTON Director
-----------------------------------
Jon N. Bengston
/s/ LOUIS J. PHILLIPS Director
-----------------------------------
Louis J. Phillips
/s/ LARRY TUNTLAND Director
-----------------------------------
Larry Tuntland
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INDEX TO EXHIBITS
EXHIBIT PAGE
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5.1 Opinion of Latham & Watkins 6
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 6
23.2 Consent of Deloitte & Touche LLP 7
24.1 Powers of Attorney 4
5
