<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CROWN CASINO CORPORATION
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(Exact name of registrant as specified in its charter)
Texas 63-0851141
--------------------------------- ---------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2415 West Northwest Highway, Suite 103
Dallas, Texas 75220
----------------------------------------
(Address of principal executive offices)
1991 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
(Full Title of the Plan)
Edward R. McMurphy, President 2415 West
Northwest Highway, Suite 103
Dallas, Texas 75220
(214) 352-7561
----------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
--------------------------------
Copies Requested to:
Helen T. Ferraro, Esq.
Smith, Gambrell & Russell
Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 264-2631
--------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
---------- ---------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Options and
underlying shares of 100,000 $5.44 $544,000 $188
Common Stock Shares
-----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the bid
and asked prices of the Common Stock on the NASDAQ System on May 16, 1995.
===================================================================================================================================
</TABLE>
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This Registration Statement covers 100,000 additional shares of the
$0.01 par value Common Stock of Crown Casino Corporation (the "Company")
issuable pursuant to the Company's 1991 Non-Qualified Stock Option Plan, for
which a previously filed Registration Statement on Form S-8 is effective. The
contents of the Company's earlier Registration Statement on Form S-8, File No.
33-71090, as filed with the Securities and Exchange Commission on November 1,
1993, registering the 1991 Non-Qualified Stock Option Plan are incorporated by
reference.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 hereof from the date
of filing such documents:
(a) the Company's prospectus filed pursuant to Rule 424(b), contained
in the Company's Registration Statement on Form S-3, registration no. 33-59449,
filed with the Commission on May 19, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1994;
(c) the Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1994;
(d) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1995; and
(e) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10, as filed with the Securities and
Exchange Commission, pursuant to the Securities Exchange Act of 1934, on
December 23, 1986.
Item 6. Indemnification of Officers and Directors.
The Articles of Incorporation of the Company provide for the elimination
of monetary liability of directors of the Company pursuant to Article 7.06(B)
of the Texas Miscellaneous Corporation Laws Act.
The Company's Bylaws provide that to the extent that a director or
officer has been successful in the defense of any proceeding to which he was a
party by virtue of his being a director or officer of the Company, the Company
shall indemnify the director or officer for reasonable expenses incurred
therewith.
In addition, the Company may indemnify a director or officer of the
Company who is or is threatened to be made a named defendant or respondent in a
proceeding because he is or was a
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director or officer, against liability incurred in the proceeding if he acted
in his official capacity and in a manner he believed in good faith to be in or
not opposed to the best interests of the Company and, in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful; except that, in general, no indemnification shall be made in
connection with a proceeding by or in the right of the Company in which the
director or officer was adjudged liable to the Company or in connection with
any other proceeding in which a director or officer is adjudged liable on the
basis that personal benefit was improperly received by him. If the person is
found liable to the Company on the basis that personal benefit was improperly
received by the person, the Company may indemnify that person, but such
indemnification is limited to reasonable expenses actually incurred by the
person in connection with the proceeding and shall not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the Company.
Article 2.02 of the Texas Business Corporation Act sets forth the
applicable terms, conditions and limitations governing the indemnification of
officers, directors and other persons.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 - Amendment to Crown Casino Corporation 1991 Non-Qualified Stock Option Plan.
5.1 - Opinion of Smith, Gambrell & Russell.
23.1 - Consent of Ernst & Young LLP (included at page II-4 of this Registration Statement).
23.2 - Consent of Coopers & Lybrand L.L.P. (included at page II-5 of this Registration Statement).
23.3 - Consent of Smith, Gambrell & Russell (contained in their opinion filed as Exhibit 5.1).
</TABLE>
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<PAGE> 5
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 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.
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<PAGE> 6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Crown Casino Corporation 1991 Non-Qualified Stock
Option Plan of our report dated June 11, 1993, with respect to the consolidated
balance sheet as of April 30, 1993, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the two years in
the period ended April 30, 1993, of Crown Casino Corporation (formerly Skylink
America Incorporated) included in its Registration Statement on Form S-3 filed
on or about May 16, 1995 with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
ERNST & YOUNG LLP
Dallas, Texas
May 17, 1995
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Crown Casino Corporation and subsidiaries on Form S-8 of our report, which
includes an explanatory paragraph relating to the Company's plans to retire or
extend its Senior Notes which are due June 3, 1995, dated August 1, 1994,
except as to Note R for which the date is May 2, 1995, on our audit of the
consolidated financial statements and financial statement schedules of Crown
Casino Corporation and subsidiaries as of April 30, 1994, and for the year ended
April 30, 1994, which report was included in the Company's registration
statement on Form S-3 filed on or about May 16, 1995.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Dallas, Texas
May 17, 1995
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<PAGE> 8
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 Dallas, State of Texas, on this 17th day of May,
1995.
CROWN CASINO CORPORATION
Date: May 17, 1995 By: /s/ Edward R. McMurphy
-------------------------------------
Edward R. McMurphy, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 17, 1995 By: /s/ Mark D. Slusser
------------------------------------
Mark D. Slusser, Vice President and
Chief Financial Officer (Principal
Accounting and Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward R. McMurphy President, Chief May 17, 1995
------------------------- Executive Officer
Edward R. McMurphy and Director
/s/ T.J. Falgout Director April 17, 1995
---------------------------
T. J. Falgout, III
/s/ David J. Douglas Director May 17, 1995
-------------------------
David J. Douglas
</TABLE>
(Signatures continued on next page)
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<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gerald L. Adams Director April 25, 1995
-------------------------
Gerald L. Adams
/s/ John David Simmons Director May 17, 1995
-------------------------
John David Simmons
/s/ Robert J. Kehl Director April 24, 1995
-------------------------
Robert J. Kehl
/s/ Gerard M. Jacobs Director May 17, 1995
-------------------------
Gerard M. Jacobs
</TABLE>
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page No.
------ ---------------------- ----------
<S> <C>
4.1 Amendment to Crown Casino Corporation 1991 Non-Qualified
Stock Option Plan
5.1 Opinion of Smith, Gambrell & Russell.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
AMENDMENT NO. 1
1991 NON-QUALIFIED STOCK OPTION PLAN
CROWN CASINO CORPORATION
WHEREAS, the Board of Directors of Crown Casino Corporation (the "Company") has
previously adopted, and the shareholders of the Company have approved, the 1991
Non-Qualified Stock Option Plan (the "Plan") pursuant to which options to
purchase stock of the Company may be issued to eligible directors, officers and
key employees of the Company; and
WHEREAS, the Board of Directors of the Company deems it desirable to amend the
Plan as provided herein;
NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:
ARTICLE I
AMENDMENTS TO PLAN
1.1 Section 3 of the Plan, entitled "Shares of Stock Subject to the
Plan," shall be amended by deleting the first sentence thereof in its entirety
and substituting therefor the following:
"The shares which may be issued and sold or transferred
pursuant to options granted under the Plan shall not exceed in
the aggregate 250,000 shares of the $.01 par value common stock
of the Company."
ARTICLE II
EFFECTIVE DATE OF AMENDMENT
2.1 The amendments effected hereby shall be effective on or after the date
this amendment is approved by the Board of Directors of the Company, but
subject to approval of a majority of the shares of Common Stock of the Company
entitled to vote theron represented in person and by proxy at a meeting of
shareholders.
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
May 19, 1995
Board of Directors
Crown Casino Corporation
2415 West Northwest Highway, Suite 103
Dallas, Texas 75220
RE: Crown Casino Corporation
Registration Statement on Form S-8
100,000 Shares of $0.01 par value Common Stock
1991 Non-Qualified Stock Option Plan
------------------------------------
Gentlemen:
We have acted as counsel for Crown Casino Corporation (the "Company")
in connection with the registration of 100,000 shares of its $0.01 par value
Common Stock (the "Shares") reserved to the Company's 1991 Non-Qualified Stock
Option Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as amended,
certified by the Secretary of State of the State of Texas;
(2) The By-Laws of the Company, certified as complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company,
issued by the Comptroller's Office of the State of Texas; and
(5) The Registration Statement, including all exhibits thereto.
<PAGE> 3
Board of Directors
Crown Casino Corporation
May 19, 1995
Page Two
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion
that:
(A) The Company has been duly incorporated under the laws of the
State of Texas and is validly existing and in good standing
under the laws of that state.
(B) The Shares covered by the Registration Statement have been
legally authorized and when issued in accordance with the
terms described in said Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Helen T. Ferraro
--------------------
Helen T. Ferraro
HTF/dkaw
