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As filed with the Securities and Exchange Commission on September 20, 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
__________
SANTA FE GAMING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Nevada 7990 88-0304348
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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4949 N. Rancho Dr.,
Las Vegas, Nevada 89130
(702) 658-4300
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
__________
SANTA FE GAMING CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of Plan)
__________
Paul W. Lowden
Santa Fe Gaming Corporation
4949 N. Rancho Dr.
Las Vegas, Nevada 89130
(702) 658-4300
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
__________
Copies to:
Karen E. Bertero, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7973
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price(3) Fee(4)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 100,000 $3.875 $387,500 $102.30
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(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement
also covers such additional shares as may hereinafter be offered or issued
to prevent dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration as set forth in
the Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) and Rule 457(c). On September 15, 2000, the most recent
practicable date, the high and low prices per common share reported were
$4.00 and $3.75 respectively, for an average price of $3.875 per common
share.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act, based on the number of shares of common
stock issuable pursuant to the Plan multiplied by the proposed maximum
aggregate offering price per share calculated as described in (2) above.
(4) Calculated by multiplying $0.000264 the proposed maximum aggregate offering
price calculated as described in (3) above.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Santa Fe Gaming
Corporation, a Nevada corporation (the "Company"), and relates to 100,000 shares
of common stock, par value $0.01 per share ("Common Stock") of the Company
issuable pursuant to the Santa Fe Gaming Corporation 1995 Non-Employee Director
Stock Option Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) prospectus
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
a) the Company's Annual Report on Form 10-K for the year ended September
30, 1999, and all amendments thereto;
b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1999, March 31, 2000 and June 30, 2000;
c) the Company's Current Report on Form 8-K dated June 16, 2000; and
d) the description of the Company's common stock contained under the
caption "Description of Registrant's Securities to be Registered" in its
Registration Statement on Form 8-A, filed with the Commission on August
25, 1993, and any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered hereunder have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any 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.
1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation eliminate liability of its
directors and officers for breaches of fiduciary duties as directors and
officers, except to the extent otherwise required by the Nevada Revised Statutes
and where the breach involves intentional misconduct, fraud or a knowing
violation of the law.
Section 78.751 of Chapter 78 of the Nevada Revised Statutes and the
Company's Bylaws contain provisions for indemnification of officers and
directors of the Company and, in certain cases, employees and other persons. The
Bylaws require the Company to indemnify such persons to the fullest extent
legally permitted under the general corporation law of Nevada. Each such person
will be indemnified in any proceeding if such person acted in good faith and in
a manner which such person reasonably believed to be in, or not opposed to, the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no cause to believe his conduct was unlawful. Indemnification
would cover expenses, including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement.
The Company's Bylaws also provide that the Board may cause the Company to
purchase and maintain insurance on behalf of any present or past director or
officer insuring against any liability asserted against such person incurred in
the capacity of director or officer or arising out of such status, whether or
not the Company would have the power to indemnify such person. The Company
maintains directors' and officers' liability insurance.
Further, the Plan provides that neither the members of the Board of
Directors nor any members of the Committee shall be liable for any act, omission
or determination taken or made in good faith with respect to the Plan or any
award granted under it, and they are entitled to indemnification and
reimbursement from the Company due to liability incurred with respect to the
Plan or any award granted thereunder (including attorneys' fees, settlement
costs if approved by independent legal counsel, and judgments other than bad
faith) to the fullest extent permitted by law and under any directors and
officers liability insurance policy maintained by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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3.1 Articles of Incorporation of the Company. (Previously filed with
the Securities and Exchange Commission as an exhibit to the
Company's Registration Statement on Form S-4 (No. 33-67864) and
incorporated herein by reference.)
3.2 Certificate of Designation for Exchangeable Redeemable Preferred
Stock. (Previously filed with the Securities and Exchange
Commission as an exhibit to the Company's Registration Statement
on Form S-4 (No. 33-67864) and incorporated herein by reference.)
3.3 Amended and Restated Bylaws of Santa Fe Gaming Corporation.
(Previously filed with the Securities and Exchange Commission as
an exhibit to Santa Fe Gaming Corporation's Report on Form 10-Q
for the quarter ended March 31, 1999 and incorporated herein by
reference.)
4.1 1995 Non-Employee Director Stock Option Plan.
5.1 Opinion of Jones Vargas.
23.1 Consent of Jones Vargas (contained in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
2
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24 Power of Attorney (included on Page S-1 of this registration
statement).
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;
(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;
(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) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 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 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 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 the event that a claim for indemnification against such
liabilities (other than the payment by the Company of 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 a final adjudication of
such issue.
3
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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 Las Vegas, State of Nevada, on this 20 day of September, 2000.
SANTA FE GAMING CORPORATION
By: /s/ Thomas K. Land
____________________________________
Thomas K. Land
Senior Vice President and Chief Financial
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints PAUL W.
LOWDEN and THOMAS K. LAND his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her 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, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as full to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his or her substitute or
substitutes, 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 and on the
dates indicated.
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Name and Signature Title Date
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/s/ Paul W. Lowden
______________________________ Chairman of the Board September 20, 2000
Paul W. Lowden and President
(Principal Executive Officer)
/s/ Thomas K. Land
______________________________ Director and Chief Financial September 20, 2000
Thomas K. Land Officer (Principal Financial
and Accounting Officer)
/s/ James W. Lewis
______________________________ Director September 20, 2000
James W. Lewis
/s/ Suzanne Lowden
______________________________ Director September 20, 2000
Suzanne Lowden
/s/ John W. Delaney
______________________________ Director September 20, 2000
John W. Delaney
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S-1
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______________________________ Director September ___, 2000
David H. Lesser
______________________________ Director September ___, 2000
Howard E. Foster
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S-2
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Exhibit Index
Exhibit No. Description
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3.1 Articles of Incorporation of the Company. (Previously filed with
the Securities and Exchange Commission as an exhibit to the
Company's Registration Statement on Form S-4 (No. 33-67864) and
incorporated herein by reference.)
3.2 Certificate of Designation for Exchangeable Redeemable Preferred
Stock. (Previously filed with the Securities and Exchange
Commission as an exhibit to the Company's Registration Statement
on Form S-4 (No. 33-67864) and incorporated herein by reference.)
3.3 Amended and Restated Bylaws of Santa Fe Gaming Corporation.
(Previously filed with the Securities and Exchange Commission as
an exhibit to Santa Fe Gaming Corporation's Report on Form 10-Q
for the quarter ended March 30, 1999 and incorporated herein by
reference.)
4.1 1995 Non-Employee Director Stock Option Plan.
5.1 Opinion of Jones Vargas.
23.1 Consent of Jones Vargas (contained in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on Page S-1 of this registration
statement).
