SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NUOASIS GAMING, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4176781
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2 Park Plaza, Suite 470, Irvine California 92714
(Address of Principal Executive Offices, including ZIP Code)
Employment Agreement with Fred G. Luke
(Full title of the plan)
Fred G. Luke, 2 Park Plaza, Suite 470, Irvine California 92714
(Name and address of agent for service)
(714) 833-5382
(Telephone number, including area code, of agent for service)
[NUOGAM\FS8:APRIL96.FS8]-3
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Securities Proposed Maximum Amount of
to be Registered Amount of Shares Maximum Offering Aggregate Registration
$.01 par value to be Registered Price Per Share(1) Offering Price(1) Fee
-------------- ---------------- ------------------ ----------------- ---
<S> <C> <C> <C> <C>
Common Stock 868,824 $0.14 $121,635 $41.94
TOTALS 868,824 N/A $121,635 $100.00
</TABLE>
Total No. of Pages: 42 Exhibit Index on Page No.: 28
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is calculated on the basis of either (a) the average of the high and low
prices per share of the Common Stock as of a date within five business days
prior to the filing of this Registration Statement.
[NUOGAM\FS8:APRIL96.FS8]-3
<PAGE>
REOFFER PROSPECTUS
NUOASIS GAMING, INC. (formerly E.N. PHILLIPS COMPANY)
2 Park Plaza, Suite 470, Irvine California 92714
(714) 833-5382
(868,824 SHARES OF COMMON STOCK)
The shares of Common Stock, $.01 par value (the "Common Stock"), of NuOasis
Gaming, Inc. hereby are being offered by Fred G. Luke, the holder of 868,824
shares of Common Stock (collectively, the "Shares") which were issued to the
holder pursuant to the exercise of an option granted in an Employment Agreement
between the holder and NuOasis Gaming, Inc. (the "Company"). The holder of the
Shares is referred to herein as the "Selling Securityholder." All proceeds
received from the sale of the Shares will accrue to the benefit of the Selling
Securityholder and not to the Company.
AN INVESTMENT IN THE SHARES IS EXTREMELY
SPECULATIVE. SEE "RISK FACTORS."
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. The
Selling Securityholder is an "affiliate" of the Company. An affiliate is
summarily, any director, executive officer or controlling shareholder of the
Company. The "affiliates" of the Company may become subject to Section 16(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
would limit their discretion in transferring the shares acquired in the Company.
However, Section 16(b) contains an exemption for the purchase and sale of
securities acquired upon exercise of an option (See "General Information
Restrictions on Resales").
The Shares will be offered by the Selling Securityholder through
underwriters, dealers or brokers in the over-the-counter market. The Shares may
also be sold in privately negotiated transactions. Sales through dealers and
brokers will be made with customary commissions being paid by the Selling
Securityholder. Payments to persons assisting the Selling Securityholder with
respect to privately negotiated transactions will be negotiated on a
transaction-by-transaction basis. See "Plan of Distribution". The expenses
related to the filing of the registration statement to which this offering
relates are being paid by the Company, although any commissions and/or discounts
will be paid by the Selling Securityholder. The Common Stock is listed on the
OTC Bulletin Board ("OTCBB") under the symbol "NUOG". On April 30, 1996 the
closing bid price of the Common Stock was $.14 as reported by the OTCBB.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Reoffer Prospectus is April 30, 1996
[NUOGAM\FS8:APRIL96.FS8]-3
<PAGE>
This Reoffer Prospectus is part of a Registration Statement which was filed
and became effective under the Securities Act of 1933, as amended (the
"Securities Act"), and does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Act. The statements in this
Reoffer Prospectus as to the contents of any contracts or other documents filed
as an exhibit to either the Registration Statement or other filings by the
Company with the Commission are qualified in their entirety by the reference
thereto. A copy of any document or part thereof incorporated by reference in
this Reoffer Prospectus but not delivered herewith will be furnished without
charge upon written or oral request. Requests should be addressed to: NuOasis
Gaming, Inc. 2 Park Plaza, Suite 470, Irvine California 92714 Telephone (714)
833- 5382. The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates. In addition, the Common Stock is quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. ("NASD"); thus, copies of these reports, proxy statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K. Street, N.W. Washington, D.C. 20549. No person has been
authorized to give any information or to make any representation, other than
those contained in this Reoffer Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. This Reoffer Prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation. Neither the delivery of this Reoffer
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has not been a change in the affairs of the Company
since the date hereof.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
REOFFER PROSPECTUS SUMMARY
This summary is qualified in its entirety by the other information and
documents incorporated by reference in the Reoffer Prospectus.
Business of the Company
Ba-Mak Gaming International, Inc.
At September 30, 1994, Ba-Mak Gaming International Inc. ("Ba-Mak"), a
wholly-owned subsidiary of the Company, had agreements with five charitable
gaming establishments in New Orleans at which 140 video bingo machines were
operating. Ba-Mak recognized as gaming revenues the gross funds deposited in
video bingo machines. Ba-Mak realized gross profits, or "net win" as represented
by the difference between gross funds deposited into the machines and payments
to customers. Ba-Mak realized net operating profits by way of the percentage of
the net win after payments to the charitable organizations, the location owners
and the State of Louisiana for gaming taxes. On October 28, 1994, Ba-Mak filed
for protection under Chapter 11 of the U.S. Bankruptcy Code in the Eastern
District of Louisiana. As of the date of this Reoffer Prospectus, Ba-Mak's
operations had ceased following the bankruptcy court's conversion in April, 1995
of its Chapter 11 proceeding into a proceeding under Chapter 7 of the Bankruptcy
Code. The Chapter 7 Trustee took possession of Ba-Mak's assets and liquidated
such assets for the benefit of Ba-Mak's bankruptcy estate. As such, all gaming
operations at Ba-Mak ceased and accordingly, Ba-Mak has been accounted for as a
disposition of an investment. Total gaming revenues from Ba-Mak are not expected
to recur in future years due to the Chapter 7 bankruptcy. As of the date of this
Reoffer Prospectus, the Company is not actively engaged in any domestic gaming
operations or any revenue generating operations.
Casino Management of America, Inc.
Option to acquire indirect interest in Eagle Gaming, L.P.
The Horseshoe Casino, located in Black Hawk, Colorado, was partially
finished in March, 1993 when the prior management of the Company's
controlling shareholder, Nona Morelli's II, Inc. ("Nona"), made its
decision to raise funds to loan to the owners of the partially built
casino property for completion of construction. Construction of the
property was completed in December, 1993 and the owners of the
property and other parties formed a limited partnership, Eagle Gaming,
L.P. ("Eagle") into which the Horseshoe Casino and a second casino,
the Glory Hole Casino in Cripple Creek, Colorado ("Glory Hole Casino")
were contributed. The investment was made through MDM Gaming Partners,
L.P., a Colorado limited partnership ("MDM Gaming"). CMA became the
general partner of MDM in September, 1993. In December, 1993, MDM
Gaming and CMA received an option to acquire a 6.4% interest in Eagle
which owns and operates a 98% interest in the Horseshoe Casino and
[NUOGAM\FS8:APRIL96.FS8]-3
3
<PAGE>
the Glory Hole Casino. Eagle owns 98% of Central City Gaming
Investors, L.L.C. which in turn owns the Glory Hole Casino and the
Horseshoe Casino. As of March 31, 1994, the Glory Hole Casino had
15.63% of the slot machines in Central City and 20.91 % of the Central
City slot net win. The Horseshoe Casino in turn owns the 46,000 square
feet of Harrah's Black Hawk Casino in Black Hawk, Colorado. The option
exercise price was $1,050,000, subject to certain adjustments. The
option was received in connection with the repayment of MDM Gaming's
loan to the prior owner of the Horseshoe Casino. MDM Gaming dissolved
in fiscal year 1994 and distributed its option to CMA. The Option was
written off as an asset as of September 30, 1994, due to uncertainties
in obtaining the necessary state regulatory approval to permit
exercise of the Option. On December 19, 1994, the Option expired
unexercised. $215,000 Receivable - Bobby Womack's Saloon and Gaming
Parlor At September 30, 1994, CMA had litigation pending against the
entity owning and principals controlling the Bobby Womack's Saloon and
Gaming Parlor in Cripple Creek, Colorado ("Bobby Womack's") to recover
$215,000 previously advanced by Nona to Bobby Womack's in
contemplation of the acquisition of Bobby Womack's. At September 30,
1994, the $215,000 was classified as a receivable subject to a reserve
for collection of approximately $35,000. In October, 1994, $187,000
was paid by Defendants to settle CMA's suit. $400,000 Receivable Star
Casino CMA is seeking to recover a $400,000 stock subscription
receivable assigned to it by Nona. The funds due CMA were diverted by
Nona's former President to agents of Bachik Enterprises, Inc.
("Bachik") for the purpose of applying the funds to the acquisition of
an interest in a non-operating 11,000 square foot casino in Cripple
Creek, Colorado known as the Star of Cripple Creek ("Star Casino").
Litigation on behalf of CMA has been instituted to recover the
$400,000 plus interest and costs from the responsible parties. CMA has
requested a Colorado court to impose a constructive trust against the
casino property and the operating profits if the receivable is not
paid in full. CMA intends to request a Colorado court to appoint a
receiver for the Casino until the $400,000 plus accrued interest is
returned to CMA. As of September 30, 1994, the $400,000 was classified
as a receivable, net of a reserve for collection of $400,000.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
Mississippi Rose, Inc.
In April, 1993, former management of Nona advanced funds due Nona to
Mississippi Rose, Inc., a Colorado corporation ("Mississippi Rose") a
corporation formed by the principals of Chrysore, Inc., the operators
of Bobby Womack's, and others, to develop the Whiskey Island Casino, a
proposed dockside riverboat casino to be located alongside the
Mississippi River in Tunica County, Mississippi. At the time of the
advances the Whiskey Island Casino development costs were projected to
exceed $25,000,000 and the financing required to develop the Whiskey
Island Casino was contingent upon the approval of Mississippi Rose's
application for a gaming license in Mississippi. In fiscal year 1994,
Nona assigned its investment in Mississippi Rose to CMA. Nona's
expenses for research and development costs, architectural fees and
funds contributed to Mississippi Rose for working capital constitute
CMA's investment in Mississippi Rose. Neither Nona nor CMA controls
Mississippi Rose. The investment in Mississippi Rose was fully
reserved as of September 30, 1994 given the assertion of the
principals of Mississippi Rose that the funds advanced had been
forfeited and the need for litigation to pursue the investment and the
uncertain recoverability of the investment. Native American Indian
Reservations. In fiscal year 1994, CMA entered into letters of intent
related to the construction, lease and management of gaming facilities
on Native American Indian reservations located in California, Arizona,
and Montana. As envisioned by each such letter of intent, CMA
anticipated providing the funds to build, furnish and equip each
proposed casino and to provide casino management in exchange for
recoupment of investment and continuing management fees from the net
operating profits of each facility. Two letters of intent were
executed; however, both have since expired, as of the date of this
Reoffer Prospectus. There are no other letters of intent executed. Due
to the regulation issues related to North American Indian gaming, CMA
does not intend to pursue any domestic gaming activities in the
future.
NuOasis Las Vegas, Inc. and NuOasis Laughlin, Inc.
Neither NuOasis Las Vegas, Inc. nor NuOasis Laughlin, Inc., both
wholly-owned subsidiaries of CMA, had any operations as of the date of this
Reoffer Prospectus. NuOasis Las Vegas, Inc. was formed for the purpose of
acquiring gaming assets in the metropolitan Las Vegas, Nevada area. NuOasis
Laughlin, Inc. was formed for the purpose of acquiring gaming assets in the
Laughlin, Nevada area. Negotiations by each of these subsidiaries to acquire
certain gaming assets have reached an impasse. Each of the subsidiaries intend
to pursue other gaming assets in their respective geographical segments.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
Patents, Trademarks and Licenses
The Company's prior domestic gaming activities did not rely on any patents
and trademarks, but were subject to gaming licenses, food and beverages licenses
and other permits which were regulated, issued and controlled by the respective
state regulatory agencies. The Company continues to analyze prospective casino
properties and projects with the goal of achieving the highest and best use of
its working capital.
Customer Dependence
The Company is not now dependent on any major customers. Prior to
conversion to Chapter 7 liquidation, Ba-Mak was dependent on machine play by the
general public in Louisiana.
Competition
The Company competes with other gaming companies for opportunities to
acquire legal gaming sites in emerging gaming jurisdictions. NuOasis expects
many competitors to enter new jurisdictions that authorize gaming, some of who
may have more personnel and greater financial and other resources than the
Company.
Government Regulation
Distribution and route operations of gaming machines in both the non-profit
and commercial gaming sectors are subject to extensive and complex governmental
regulation and control under federal, state and local law. With respect to the
Company's domestic gaming activities, casino gaming in the United States is
highly regulated. Owners and operators of casinos must be licensed by the
various state gaming commissions and must provide detailed financial and other
reports. Additionally, some of the states who have just recently legalized
gaming, have experienced unexpected internal changes and modification of the
rules and regulations, all of which has served to delay and impede gaming
applications filed by prospective gaming operators. Changes in laws and
regulations may limit or otherwise materially affect types of gaming that may be
conducted in these new jurisdictions. Any such changes might have an adverse
affect on the activities and proposed activities of the Company. To the extent
that the Company utilizes certain of its assets to make investments in other
gaming companies, one or all companies may be required to submit applications,
since any holder of more than ten percent (10%) of the common stock of a gaming
entity must be found suitable.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
Research and Development Costs
No amounts have been spent during each of the last two fiscal years on
research and development.
Employees
During fiscal 1995, Ba-Mak employed 4 full time employees and 10 part time
employees. All employees were located in Louisiana. Neither CMA, NuOasis
Laughlin nor NuOasis Las Vegas have any employees. The officers and directors of
NuOasis render services as independent contractors pursuant to either Employment
or Consulting Agreements with the Company.
Securities Being Offered
The Selling Securityholder is offering to the public 868,824 shares of the
Company's Common Stock issued to him in February, 1996 in connection with the
exercise of an option granted in an Employment Agreement entered into between
the Selling Securityholder and the Company.
Plan of Distribution
Pursuant to this Reoffer Prospectus, the Selling Securityholder may from
time to time offer all or any portion of the Shares in the over-the-counter
market through underwriters, dealers or brokers or in independently negotiated
transactions. At the date of this Reoffer Prospectus, taking into account the
issuance of the Shares to the Selling Securityholder, the Company had
approximately 30,000,000 shares of Common Stock outstanding. The Shares offered
hereby represent approximately 2.9% of the Company's outstanding shares of
Common Stock. The Company will not receive any proceeds from this offering. See
"Plan of Distribution."
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
RISK FACTORS
The securities offered hereby are highly speculative and should be
purchased only by persons who can afford the loss of their entire investment.
Prospective investors should consider carefully, among other factors, the
following risks associated with an investment in the Shares:
Going Concern
The Company has experienced recurring net losses, has limited liquid
resources, negative working capital and its primary operating subsidiary was
liquidated during fiscal 1995. Management's intent is to keep searching for
additional sources of capital and new operating opportunities. In the interim,
the Company will keep operating with minimal overhead and key administrative
functions will be provided by Nona. Such conditions raise substantial doubt
about the Company's ability to continue as a going concern. As such, the
Company's independent accountants have modified their report to include an
explanatory paragraph with respect to the uncertainty. The audited financial
statements for fiscal years 1995 and 1994 have been presented under the
assumption the Company would continue as a going concern.
Lack of Gaming Industry Operations; Operational Losses
The Company has recognized substantial net losses since its inception
through the date of this Reoffer Prospectus and anticipates losses for the next
fiscal year. Net losses for the quarter ended December 31, 1995, and the year
ended September 30, 1995, were $373,539 and $1,096,705, respectively, and the
Stockholders' deficiency as of December 31, 1995 and September 30, 1995 was
$476,362 and $302,823, respectively. Given the Chapter 11 bankruptcy of the
Company's gaming subsidiary Ba-Mak and subsequent conversion to Chapter 7 and
resulting discontinuance of Ba-Mak, the Company is not actively engaged in any
domestic gaming operations nor does the Company have any revenue producing
operations. As such prior gaming revenues are not expected to recur in future
years. The Company's historical financial information is not indicative of the
Company's future financial condition. No assurance can be given that future
gaming or other operations will result in significant revenues or profits in the
future.
Negative Cash Flow
The Company currently has insufficient revenues to meet its current
operating costs and is operating at a cash flow deficit of approximately $30,000
per month. Company management estimates that, at the present rate of cash
expenditures, assuming no revenue growth, no purchases of capital assets, and no
exercise of options and/or Warrants, the present cash resources of the Company
may be fully utilized. If revenues are not increased or a new source of cash is
not found by that date, the Company will experience severe financial
difficulties.
Shares Available for Resale Under Rule 144
With the exception of the restricted shares offered by the Selling
Securityholder in this Reoffer Prospectus, as of the date of this filing,
approximately 43% of the Company's presently outstanding shares were "restricted
securities, " and in the future may be sold only upon compliance with Rule 144
adopted under the Securities Act of 1933, as amended. Rule 144 provides, in
essence, that a person (including a group of persons whose shares are
aggregated) who has satisfied a two-year holding period for such restricted
securities may sell within any three-month period, under certain circumstances,
an amount of restricted securities which does not exceed the greater of one
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
percent of the Company's outstanding Common Stock or the average weekly trading
volume during four calendar weeks prior to such sale. Persons who are not
affiliated with the Company and who have held their restricted securities for at
least three years are not subject to the quantity and certain limitations on
sales rules. A sale of shares by current stockholders, whether pursuant to Rule
144 or otherwise, may have a depressing effect upon the price of the Common
Stock in any market that might develop. To the extent that these shares enter
the market, the value of the Common Stock in the over-the-counter market may be
reduced.
Disposal of Ba-Mak Gaming International, Inc.
The former operations of the Company's gaming subsidiary have ceased
following the conversion of Chapter 11 proceedings to Chapter 7 under the
Bankruptcy Code.
On April 5, 1995, the United States Trustee filed a motion with the
Bankruptcy Court to convert the Chapter 11 proceeding to Chapter 7. On April 21,
1995, the Bankruptcy Court granted the motion due in part to the withdrawal of
Ba-Mak's bankruptcy counsel and the resignation of the employee of Ba-Mak who
had been designated as the person licensed on behalf of Ba-Mak in accordance
with the rules and regulations of the Division of Charitable Gaming Control of
the State of Louisiana.
As of the date of this Reoffer Prospectus, Ba-Mak's operations had ceased
following the bankruptcy court's conversion in April 1995, of its Chapter 11
proceeding into a proceeding under Chapter 7 of the Bankruptcy Code. Since April
1995, the Chapter 7 Trustee has liquidated Ba-Mak's assets for the benefit of
Ba-Mak's bankruptcy estate. All but 35 of the video bingo machines were returned
to the machine vendor in satisfaction of its secured claim. The remaining 35
machines and Ba-Mak's office equipment were sold by the Trustee. The Company has
filed a Proof of Claim with the Bankruptcy Court for the intercompany advances
made to Ba-Mak. As of the date of this Reoffer Prospectus, the Trustee's
administration of the bankruptcy estate is ongoing. Due to the amount of
priority creditor claims filed in Ba-Mak's estate and the amount received by the
Trustee, the Company does not anticipate receiving any sums on its Claim. As
such, all gaming operations at Ba-Mak ceased and accordingly, Ba-Mak has been
accounted for as a disposition of an investment. Total gaming revenues from
Ba-Mak are not expected to recur in future years due to the Chapter 7
bankruptcy. The Company is not actively engaged in any domestic gaming
operations.
No Control Over Future Company Operations
As the management of the Company is vested in its Board of Directors, the
investors will have no control over the types of businesses the Company may
pursue, acquire or operate. As of the date of this Reoffer Prospectus, any such
future business acquisitions or operations are unknown.
Limited Public Market, Possible Volatility of Stock Price
There is currently a limited public market for the Company's Common Stock,
which is quoted on the OTC Bulletin Board. The Company has a limited "float" for
its shares and companies in a similar stage of development as the Company have
experienced significant volatility in the market price of their shares. Price
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
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No Assurance of Dividends
There is no assurance that any dividends will be paid on the Company's
Common Stock. Dividend payments on Common Stock will be at the discretion of the
Company's Board of Directors and will depend on the Company's future earnings,
operating and financial condition and capital requirements, as well as general
business conditions. Applicable corporate laws of the States of California and
of Delaware allow the declaration and payment of dividends only to the extent
that the Company has sufficient retained earnings or meets other tests. The
Company has not paid any dividends on its Common Stock and currently intends to
retain any future earnings for use in its business. Dividends may be declared
and paid upon Common Stock in any fiscal year of the Company only if all accrued
dividends upon all shares of 14% Preferred Stock have been paid. Therefore, no
dividends will be declared on its Common Stock in the foreseeable future.
Accrued dividends on the 14% Preferred Stock as of December 31, 1995 are
$122,525.
Conflicts of Interest
The Directors and officers of the Company are directors and officers of
other affiliated and unaffiliated companies as follows:
Fred G. Luke. Mr. Fred Luke has been a Director, Chairman and President of
the Company since March 30, 1994. In addition to his position with the Company,
Mr. Luke currently serves as Chairman and Chief Executive Officer of the
Company's Parent Company, Nona, as well as Chairman and President of NuVen
Advisors, Inc., ("NuVen Advisors") formerly New World Capital, Inc. ("New
World"), President and Director of The Toen Group, Inc. ("Toen"), President of
Hart Industries, Inc. ("Hart"), Chairman and President of Diversified Land &
Exploration Co. ("DL&E"). DL&E is a former publicly traded independent natural
resource development company engaged in domestic oil and gas exploration,
development and production. Prior to 1995, DL&E was a 90% owned subsidiary of
Basic Natural Resources, Inc. ("BNR"). Both Hart and Toen are public companies
which were formerly traded on Nasdaq or the OTC Bulletin Board. Neither Hart nor
Toen have ongoing operations. Nona is a publicly traded (OTC: Bulletin Board)
diversified holding company with overseas gaming and domestic pasta production
subsidiaries, in addition to NuOasis Gaming. NuVen Advisors provides managerial,
acquisition and administrative services to public and private companies
including Nona, NuOasis Gaming, Hart and Toen. NuVen Advisors, which is
controlled by Fred G. Luke, as Trustee of the Luke Family Trust, is an affiliate
of both Nona and NuOasis Gaming. NuVen Advisors is a stockholder of Hart, DL&E
and Nona, and provides management, general and administrative services, and
merger and acquisition services to Hart, DL&E and Nona pursuant to independent
Advisory and Management Agreements. Mr. Luke also served from 1973 through 1985
as President of American Energy Corporation, a privately held oil and gas
company involved in the operation of domestic oil and gas properties. From 1970
through 1985 Mr. Luke served as an officer and Director of Eurasia, Inc., a
private equipment leasing company specializing in oil and gas industry
equipment. Mr. Luke received a Bachelor of Arts Degree in Mathematics from
California State University, San Jose in 1969.
John D. Desbrow. Mr. John D. Desbrow has been Secretary of the Company
since March 30, 1994. Mr. Desbrow is also a Director and Secretary of the
Company's Parent company, Nona. Mr. Desbrow has also been serving as a Director
and Secretary of Hart since July 31, 1993. Mr. Desbrow has been a director of
Toen since September 28, 1994.
[NUOGAM\FS8:APRIL96.FS8]-3
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Steven H. Dong. Mr. Dong is Chief Financial Officer of the Company. Mr.
Dong replaced Kenneth R. O'Neal who resigned as the Companys' Chief Financial
Officer and as a Director effective July 16, 1995. In addition to his position
with the Company, Mr. Dong currently serves as Chief Financial Officer of Nona,
Hart, Toen and NuVen Advisors.
Because of their other relationships, the officers and directors of the
Company may have conflicts of interest with the Company which may have an
adverse effect upon the operations of the Company. Each of the officers of the
Company are officers of Nona and in the event of a dispute between the Company
and Nona, the officers may not be able to exercise independent judgment.
Control of the Company by Nona Morelli's II, Inc.
As of the date of this Reoffer Prospectus, Nona Morelli's II, Inc. holds
40.2% of the Company's voting securities. Inasmuch as there are no cumulative
voting rights and directors are elected by majority vote, depending on the
results of shareholder votes Nona Morelli's II, Inc. may be able to elect all of
the directors and therefore control the affairs of the Company.
Need for Additional Authorized Shares
The Company has no unissued authorized common shares available for the
exercise of Warrants or options or the conversion of Preferred Shares. Until
shareholder approval for the Amendment of the Certificate of Incorporation is
obtained, any outstanding options and warrants may not be exercised and no
proceeds obtained by the Company. A proposal to authorize an additional
70,000,000 shares is being submitted to the shareholders for approval. If the
proposal is not passed, the Company will be unable to raise equity capital.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any Shares by
the Selling Securityholder.
PLAN OF DISTRIBUTION
Sale of Shares by Selling Securityholder
The Company has been advised by the Selling Securityholder that he may
offer the Shares for sale at any time or from time to time. Such sales may be
made in the over-the-counter market, or in privately negotiated transactions.
Sales of Shares in the over-the-counter market may be by means of one or more of
the following: (a) a block trade in which a broker or dealer will attempt to
sell the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a dealer as principal
and resale by such dealer for its account pursuant to this Reoffer Prospectus;
and (c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Securityholder may arrange for other brokers or dealers to participate.
The Selling Securityholder has advised the Company that he has made no
agreement or arrangements with any underwriters, brokers or dealers regarding
the resale of the Shares prior to the date of this Reoffer Prospectus. Shares
may be sold from time to time to purchasers directly by the Selling
Securityholder.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
Alternatively, subject to the overriding requirements of Rule 144, if
applicable, the Selling Securityholder may from time to time offer the Shares
through underwriters, dealers or agents, who may receive compensation in the
form of discounts and commissions. Such compensation, which may be in excess of
ordinary brokerage commissions, may be paid by the Selling Securityholder and/or
the purchasers of the Shares for whom such underwriters, dealers or agents may
act. The Selling Securityholder and any dealers or agents that participate in
the distribution of the Shares may be deemed to be "underwriters" as defined in
the 1933 Act and any profit on the sale of the Shares by them and any discounts,
commissions or concessions received by any such dealers or agents might be
deemed to be underwriting discounts and commissions under the 1933 Act.
Shares may be sold from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices.
The Company will pay all of the expenses incident to the offering and sale
of the Shares to the public other than commissions and discounts of
underwriters, dealers or agents, if any.
If the Company is notified by the Selling Securityholder that any material
arrangement has been entered into with an underwriter for the sale of Shares a
supplemental Reoffer Prospectus will be filed, if required, disclosing such of
the following information as the Company believes appropriate; (i) the name of
the participating underwriter; (ii) the number of Shares involved; (iii) the
price at which such Shares are sold; (iv) the commissions paid or discounts or
concessions allowed to such underwriter; and (v) other facts material to the
transaction.
In connection with this offering the Company and the Selling Securityholder
have agreed to indemnify each other against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended.
SELLING SECURITYHOLDER
The table below sets forth the name and address of the Selling
Securityholder and the number of Shares held by him:
<TABLE>
<CAPTION>
Percent Ownership(1)
- ---------------------------------------- ---------------------- ---------------------- ---------------------------------------
Number of
Shares Owned Number of Before Assuming all
Name and Address by Selling Shares Offered This Shares Offered
of Beneficial Owner Securityholder Hereby Offering Are Sold
- ---------------------------------------- ---------------------- ---------------------- --------------- ----------------------
<S> <C> <C> <C> <C>
Fred G. Luke 868,824 868,824 2.9% -0-
2 Park Plaza, Suite 470
Irvine, CA 92714
- ---------------------------------------- ---------------------- ---------------------- --------------- ----------------------
</TABLE>
(1) Based on approximately 30,000,000 shares of Common Stock outstanding
on the date of this Reoffer Prospectus.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
The Selling Securityholder has had the following relationships with the
Company during the past three years as described below:
The Selling Securityholder has been a director and executive officer of the
Company since April 1, 1994. In addition to his position with the Company, the
Selling Securityholder currently serves as Chairman and Chief Executive Officer
of the Company's Parent Company, Nona, as well as Chairman and President of
NuVen Advisors, Inc., ("NuVen Advisors") formerly New World Capital, Inc. ("New
World"). NuVen Advisors, which is controlled by Fred G. Luke, as Trustee of the
Luke Family Trust, is an affiliate of both Nona and NuOasis Gaming. The Luke
Family Trust and Lawver Corp. owns 93% and 7%, respectively, of NuVen Advisors.
Fred G. Luke, as trustee of the Luke Trust, controls the Luke Trust and Mr.
Lawver is the majority shareholder of Lawver Corp. and thereby controls Lawver
Corp.
In August 1995, the Company entered into an Employment Agreement with Fred
G. Luke, the Company's Chairman and President. Mr. Luke has been serving as the
Company's Chairman and President since approximately March 31, 1994. From March
31, 1994 through September 30, 1994, and from October 31, 1994 through September
30, 1995, Mr. Luke received no cash payments for his services. The terms of the
Employment Agreement call for Mr. Luke to receive approximately $4,500 per
month, retroactive to April 1, 1994, for five (5) years as a base salary;
granted him an option to purchase 3,000,000 shares of the Company's common stock
at an exercise price of $.12 per share; provides him with an annual bonus based
upon a number of factors related to the Company's growth and performance which
include (a) serving on the Company's Board of Directors and as its President;
(b) providing advice concerning mergers and acquisitions; (c) corporate finance;
(d) day to day management; (e) guidance with respect to general business
decisions; (f) other duties commonly performed by the President of a
publicly-held company; and requires the Company to purchase life insurance
coverage, reimbursement for vehicle expenses, and provide other fringe benefits.
No bonuses have been accrued, paid or are owed as of the date of this Report.
The Company expensed $86,000, and $0 during fiscal 1995 and 1994, respectively,
and had $86,000 and $0 due to Mr. Luke as of September 30, 1995 and 1994,
respectively.
Effective April 1, 1994, the Company entered into an Advisory and
Management Agreement with NuVen Advisors for the engagement of NuVen Advisors to
perform administrative, human resource and merger/acquisition services
consisting of (a) management of the use, purchase and disposition of the
Company's assets including, by way of illustration, the evaluation of economic,
statistical, financial and other data, and formulation and/or implementation of
the Company's business plan; and (b) management of the Company's operations
including, by way of illustration, the furnishing of routine supervisory, and
administrative services and the supervision of administrative personnel
including, by way of illustration, consultant recruiting and screening; and (c)
preparation of the usual and customary reports required of a publicly-held
company subject to the reporting requirements of the Securities Exchange Act of
1934; and (d) furnishing of office space, facilities and equipment for the
Company's non-exclusive use. The Company has significantly reduced or eliminated
completely its human resource and payroll obligations and requirements, but the
Company continues to require the administrative, audit and consultant
screenings, and merger/acquisition services. The Company anticipates continued
reliance on the services provided under the Advisory and Management Agreements
until such time it has, or its subsidiaries, have the need and sufficient cash
flow to justify to perform such services in-house. Pursuant to such Agreement,
the Company agreed to pay NuVen Advisors $180,000 annually, payable monthly in
$15,000 increments in arrears, and granted NuVen Advisors an option to purchase
2,000,000 shares of the Company's common stock exercisable at a price of $.10
per share. The Company expensed $180,000, and $0, during fiscal 1995 and 1994,
[NUOGAM\FS8:APRIL96.FS8]-3
13
<PAGE>
respectively, and had $15,500 and $0 due to NuVen Advisors as of September 30,
1995 and 1994, respectively.
Effective April 1, 1994, CMA entered into an Advisory and Management
Agreement with NuVen Advisors for the engagement of NuVen Advisors to perform
administrative, human resource and merger/acquisition services consisting of (a)
management of the use, purchase and disposition of CMA's assets including, by
way of illustration, the evaluation of economic, statistical, financial and
other data, and formulation and/or implementation of CMA's business plan; and
(b) management of CMA's operations including, by way of illustration, the
furnishing of routine supervisory and administrative services and the
supervision of administrative personnel including, by way of illustration,
consultant recruiting and screening; and (c) preparation of the usual and
customary reports required of a publicly-held company subject to the reporting
requirements of the Securities Exchange Act of 1934; and (d) furnishing of
office space, facilities and equipment for CMA's non-exclusive use. CMA has
significantly reduced or eliminated completely its human resource and payroll
obligations and requirements, but CMA continues to require the administrative,
audit and consultant screenings, and merger/acquisition services. CMA
anticipates continued reliance on the services provided under the Advisory and
Management Agreements until such time it has, or its subsidiaries, have the need
and sufficient cash flow to justify to perform such services in-house. Pursuant
to such Agreement CMA agreed to pay NuVen Advisors $120,000 annually, payable
monthly in $10,000 increments in arrears, and granted NuVen Advisors an option
to purchase up to five percent (5%) of CMA's common stock outstanding at the
time of exercise, exercisable at a price per share equal to one hundred ten
percent (110%) of the book value of such shares. CMA expensed $120,000 and $0,
during fiscal 1995 and 1994, respectively, and had $120,000 and $0 due to NuVen
Advisors as of September 30, 1995 and 1994, respectively. The option given to
NuVen Advisors by CMA, if exercised, will (a) result in an infusion of working
capital into CMA; and, (b) reduce the Company's ownership of CMA by five percent
(5%), which management believes will not have any material adverse effect on the
Company's financial condition or investment in CMA.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000 shares
of Common Stock of $.01 par value, and 1,000,000 shares of Preferred Stock of
$.01 par value ("Preferred Stock"). As of the date of this Reoffer Prospectus,
there were 170,000 shares of 14% Cumulative Convertible $.01 par value Preferred
Stock issued and outstanding, 250,000 shares of Series B Preferred Stock of
$2.00 par value issued and outstanding, 30,000,000 shares of Common Stock issued
and outstanding, 19,445,193 shares of Common Stock reserved for issuance
pursuant to the exercise of all outstanding Warrants, and 170,000 shares
reserved for issuance upon the conversion of the 14% Preferred Stock and
19,500,000 shares reserved for issuance upon the conversion of the Series B
Preferred Stock. The shares of Common Stock reserved for issuance, when added to
the number of outstanding shares, exceeds the number of authorized shares. The
Company intends, upon receipt of shareholder approval, to amend its Certificate
of Incorporation to increase the number of authorized shares to 100,000,000 to
allow for exercise of all outstanding warrants and options and the conversion of
the outstanding Preferred Stock. If shareholder approval is not given, the
Warrants and Options will not be exercisable and the Preferred Stock will not be
convertible.
14% Cumulative Convertible Preferred Stock
The 14% Cumulative Convertible $.01 par value Preferred Stock ("14%
Preferred Stock") issued by the Company shall pay an annual dividend of $.14 or
fourteen percent (14%) paid quarterly in arrears on March 31, June 30, September
[NUOGAM\FS8:APRIL96.FS8]-3
14
<PAGE>
30 and December 31, to the extent permitted by the General Corporation Law of
the State of Delaware and, if applicable, also of the State of California.
The Company, though incorporated in Delaware, is registered as a foreign
corporation operating in California, and if more than one-half of its
outstanding voting securities are held of record by persons having addresses in
California and the Company meets other relevant California taxation tests, the
Company may be subject to California law with respect to dividends as well as
many other corporate matters. Section 500 of the California General Corporation
Law prohibits any dividends to be distributed to shareholders unless: (a) the
amount of the retained earnings of the Company immediately prior thereto equals
or exceeds the amount of the proposed dividend distribution; or (b) immediately
after giving effect thereto:
(1) The sum of the assets of the Company (exclusive of goodwill,
capitalized research and development expenses and deferred charges)
would be at least equal to 1 1/4 times its liabilities (not including
deferred taxes, deferred income and other deferred credits); and
(2) The current assets of the Company would be at least equal to its
current liabilities.
Dividends are cumulative; i.e., unpaid dividends, whether or not earned,
accrue beyond the designated payment date. Dividends may be declared and paid
upon Common Stock in any fiscal year of the Company only if all accrued
dividends upon all shares of 14% Preferred Stock have been paid. The 14%
Preferred Stock shall have a liquidation preference of the original purchase
price ($1.00 per share) plus unpaid dividends on each share of Preferred Stock.
The balance of proceeds of a liquidation, if any, are to be paid to the Common
Stock holders of the Company. A merger or reorganization or other transaction in
which control is transferred will be treated similar to a liquidation.
The 14% Preferred Stock is redeemable by the Company after twelve months
from issuance, September 5, 1989, and thereafter upon thirty days notice by the
Company's Board of Directors at a redemption price of $1.00 per share plus an
amount equal to all unpaid dividends thereon to the redemption date.
Subject to anti-dilution adjustments, each share of 14% Preferred Stock is
convertible at any time into one share of the Company's Common Stock. Each share
of the 14% Preferred Stock votes on a 1:1 converted-to-Common Stock basis, and
the holders of 14% Preferred Stock and the holders of Common Stock shall vote
together as one class on all matters submitted to a vote of the Company's
stockholders. The conversion ration of the 14% Preferred Stock to Common Stock
will be proportionally adjusted in the event of dilution. Proportional
adjustments for stock splits and stock dividends will be made.
Series B Preferred Stock
Pursuant to the Stock Purchase Agreement with Nona and CMA, the Company
issued 250,000 shares of Series B Preferred Stock to Nona. The Series B
Preferred Stock has no redemption rights and is not entitled to any dividends.
It has a liquidation value of $2 per share in preference to any payment on
common stock, subject only to rights of the holders of the 14% Preferred Stock.
Each share is entitled to seventy-eight (78) votes and has been convertible into
seventy-eight (78) fully paid and nonassessable shares of common stock since
March 31, 1994.
[NUOGAM\FS8:APRIL96.FS8]-3
15
<PAGE>
Common Stock
The Company is authorized to issue 30,000,000 shares of Common Stock of
$.01 par value. Each share of Common Stock is entitled to one vote at all
meetings of shareholders. All shares of Common Stock are equal to each other
with respect to liquidation rights and dividend rights. All shares of Common
Stock when issued, including shares issuable upon exercise of Warrants and upon
conversion of the 14% Preferred Stock and Series B Preferred Stock, will be
validly issued, fully paid, and non-assessable. There are no preemptive rights
with respect to additional issuances of Common Stock. The Certificate of
Incorporation of the Company does not provide for cumulative voting at the
election of directors.
In the event of liquidation, dissolution, or winding-up of the Company,
holders of the Common Stock will be entitled to receive on a pro-rata basis all
assets of the Company remaining after satisfaction of all liabilities, including
the liquidation preference of the holders of the Company's 14% Preferred Stock
or any other series of preferred stock subsequently issued having a liquidation
preference.
Redeemable Warrants
In 1993 the Company offered and sold in three separate Private Placements a
total of 77 units (the "Units"), each Unit consisting of 40,000 shares of its
Common Stock, 40,000 New Class A Redeemable Common Stock Purchase Warrants (the
"New Class A Warrants) totaling 3,080,000, and 40,000 New Class B Redeemable
Common Stock Purchase Warrants (the "New Class B Warrants") totaling 3,080,000,
sometimes collectively referred to herein with the New Class A Warrants and New
Class B Warrants as the "Warrants". Each Warrant was immediately detachable and
separately transferable from the Units. Each New Class A Warrant entitles the
holder thereof to purchase one share of Common Stock at a price of $.50 per
share. Each New Class B Warrant entitles the holder thereof to purchase one
share of Common Stock at a price of $.75 per share. In September 1993 the
Company offered and sold New Class C Redeemable Common Stock Warrants for each
New Class A Warrant exercised before September 30, 1993. In connection with that
offer, 1,510,000 New Class A Warrants were exercised resulting in the issuance
of 1,510,000 shares of restricted common stock and 1,510,000 New Class C
Warrants at a price of $1.00 per share. Each New Class C Warrant entitles the
holder to purchase one share of Common Stock at a price of $1.00 per share.
Provided the bid price of the Company's Common Stock meets certain minimum price
thresholds, the New Class A, New Class B and New Class C Warrants are redeemable
by the Company at any time prior to their conversion upon 30 days notice of
redemption in writing to the holders of record thereof at a price of $.001 per
Warrant.
New Class D Warrants
At the Closing of the Stock Purchase and Business Combination Agreement
with Nona on March 31, 1994, the Company issued 6,000,000 New Class D Warrants.
Each New Class D Warrant is exercisable at $1.00 per warrant and will entitle
the holder to receive upon exercise two (2) shares of Common Stock, or a total
of 12,000,000 shares if all of the New Class D Warrants are exercised. To date
none of the New Class D Warrants have been exercised. The New Class D Warrants
expire on March 30, 2004.
Nona Option
At the Closing of the Stock Purchase and Business Combination Agreement
with Nona, the Company granted an Option for the purchase of up to 6,160,000
shares of Common Stock. This Option is nontransferable and exercisable at $.01
[NUOGAM\FS8:APRIL96.FS8]-3
16
<PAGE>
per share. The total number of shares that can be purchased upon exercise of the
Option is equal to the number of shares of Common Stock subject to New Class A,
New Class B and New Class C Warrants outstanding at March 30, 1994 that the
Warrantholders fail to purchase prior to expiration of those Warrants. Those
Warrants all expire one year after the effective date of this Reoffer
Prospectus. Nona does not hold any of the New Class A, B or C Warrants, nor is
it currently entitled to exercise its option. Option certificates shall be
issued to Nona 10 days after the first anniversary date of the effective date of
this Reoffer Prospectus. The right to exercise the Option continues for a period
of 180 days commencing one year after the effective date of this Reoffer
Prospectus.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on Form
10-KSB/A for the year ended September 30, 1995, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10-K (or 10-KSB), as
well as all other reports filed under Section 13 of the Exchange Act, and the
Company's Form 8-A filing, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Reoffer Prospectus and to be a part hereof
from the date of filing. All documents which when together, constitute this
Reoffer Prospectus, will be sent or given to participants by the Company as
specified by Rule 428(b)(1) of the Securities Act.
A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this Reoffer Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: NuOasis Gaming, Inc., 2 Park Plaza, Suite 470, Irvine
California 92714 Telephone (714) 553- 3232.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933 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 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
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
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.
[NUOGAM\FS8:APRIL96.FS8]-3
17
<PAGE>
TRANSFER AGENT
The Company has retained American Stock Transfer & Trust Company, 40 Wall
Street, 46th Floor, New York, New York 10005, as Transfer Agent for the Common
Stock, Warrants and 14% Preferred Stock.
MATERIAL CHANGES
Any and all changes in the Company's affairs which have occurred since the
end of the fiscal year for which audited financial statements were included in
the Company's Form 10-KSB/A incorporated herein by reference are described in a
subsequent report on Form 10-QSB which are also incorporated herein by
reference.
LEGAL MATTERS
Pursuant to Instructions in Item 8, Part II of Form S-8 no opinion of
counsel is required for this Reoffer Prospectus.
EXPERTS
The audited financial statements incorporated by reference in this Reoffer
Prospectus from the Company's most recent Annual Report on Form 10-KSB/A filed
under the Securities Exchange Act of 1934 have been audited by Raimondo, Pettit
& Glassman, independent auditors, as set forth in their report thereon, which
included an explanatory paragraph with respect to the substantial doubt existing
about the ability of the Company to continue as a going concern due to its
recurring net losses, negative cash flows from operating activities since its
inception, limited liquid resources, negative working capital and its primary
operating subsidiary filing for protection under Chapter 7 of the Bankruptcy
Code, incorporated by reference from such Annual Report on Form 10-KSB/A and are
so incorporated in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
868,824 SHARES OF COMMON STOCK
NUOASIS GAMING, INC.
(formerly known as E.N. Phillips Company)
(A Delaware Corporation)
REOFFER PROSPECTUS
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in the
Reoffer Prospectus. If given or made, such information or representations must
not be relied upon as having been authorized by the Company. This Reoffer
Prospectus does not constitute an offer to sell or solicitation of an offer to
buy any securities other than the shares of Common Stock to which it relates or
an offer or solicitation to any person in any jurisdiction where such an offer
or solicitation would be unlawful. Neither delivery of this Reoffer Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that information contained herein is correct as of any time subsequent to its
date.
TABLE OF CONTENTS
Page
Reoffer Prospectus Summary ................................................. 3
Risk Factors ............................................................... 8
Use of Proceeds ............................................................ 11
Plan of Distribution ....................................................... 11
Selling Securityholder ..................................................... 12
Description of Capital Stock ............................................... 14
Documents Incorporated by Reference and Additional Information ............. 17
Indemnification of Officers and Directors .................................. 17
Transfer Agent ............................................................. 18
Material Changes ........................................................... 18
Legal Matters .............................................................. 18
Experts .................................................................... 18
================================================================================
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Company hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers 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 of such documents.
(a) Company's latest Annual Report, whether filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
No description of the class of securities (i.e. the $.01 par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees, or agents of the Company
against expenses, including attorney's fees, actually and reasonably incurred by
such persons in connection with the defense of any action, suit or proceeding in
which such person is a party by reason of his being or having been a director,
officer, employee, or agent of the Company, or of any corporation, partnership,
joint venture, trust or other enterprise in which he served as such at the
request of the Company, provided that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, and provided further (if
corporation) that he shall not have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation (unless the court
determines that indemnity would nevertheless be proper under the circumstances).
These provisions may be sufficiently broad to indemnify such persons for
liabilities arising under the Securities Act of 1933. In addition, Section
102(b)(7) of the Delaware General Corporation Law and the Company's Certificate
of Incorporation provide that a director of this corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) for paying a dividend or
approving a stock repurchase in violation of Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company' Certificate of Incorporation and By-Laws contain provisions
that no director of the Company shall be liable to the Company for monetary
damages for breach of fiduciary duty as a director involving any act or omission
of such director other than (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) in respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit.
The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i)
- -(iv) of the proceeding sentence.
These provisions will not affect the validity of injunctive relief against
directors of the Company (although such relief may not always be available as a
practical matter) nor will it limit directors liability for violations of
federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Exemption is claimed under Section 4(2) for the issuance on February 6,
1996 of 868,824 restricted shares to Fred G. Luke as not involving any public
offering.
ITEM 8. EXHIBITS
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
---------------------------------------------------------------------
1. Not required.
2. Not required.
3. Not required.
4. Not applicable.
5. Not required
6. Not required.
7. Not required.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
Exhibit No. Title
----------------------------------------------------------------------
8. Not required.
9. Not required.
10. Employment Agreement with Fred G. Luke
11. Not required.
12. Not required.
13. Not required.
14. Not required.
15. Not required.
16. Not required.
17. Not required.
18. Not required.
19. Not required.
20. Not required.
21. Not required.
22. Not required.
23. Not required.
24.1 Not required
24.2 Consent of Raimondo, Pettit & Glassman
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
29. Not applicable.
[NUOGAM\FS8:APRIL96.FS8]-3
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<PAGE>
ITEM 9. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Company
pursuant to the foregoing provisions, or otherwise, Company has been advised
that in the opinion of the Securities and Exchange 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 Company of expenses incurred
or paid by a director, officer or controlling person of 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, 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 whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
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 to:
(i) include any Reoffer Prospectus required by Section 10 (a) (3) of
the Securities Act;
(ii) reflect in the Reoffer 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, represents a fundamental change in the
information set forth in the registration statement; and
(iii)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, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by
those paragraph is incorporated by reference from period reports filed
by the Company small business issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post- effective amendment to 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.
(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.
(4) To deliver or cause to be delivered with the Reoffer Prospectus, to
each person to whom the Reoffer Prospectus is sent or given, the
latest annual report to security holders that is incorporated by
reference in the Reoffer Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation S-X is
[NUOGAM\FS8:APRIL96.FS8]-3
II-4
<PAGE>
not set forth in the Reoffer Prospectus, to deliver, or cause to be
delivered to each person to whom the Reoffer Prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the Reoffer Prospectus to provide such interim
financial information.
Company hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of Company's annual report
pursuant to Section 13(a) of the Securities Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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 that time shall be deemed to be the initial bona fide offering thereof.
[NUOGAM\FS8:APRIL96.FS8]-3
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California on the 30th day of April,
1996.
NUOASIS GAMING, INC.
(Registrant)
By:
-------------------------------
Fred G. Luke, President
Pursuant to the requirements of the 1933 Act, this registration statement
or amendment has been signed by the following persons in the capacities and on
the dates indicated:
Signatures Title Date
--------------------------------------------------------
Fred G. Luke President and Director April 30, 1996
Steven H. Dong Chief Financial Officer April 30, 1996
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II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California on the 30th day of April,
1996.
NUOASIS GAMING, INC.
(Registrant)
By:/s/ Fred G. Luke, President
------------------------------
Fred G. Luke, President
Pursuant to the requirements of the 1933 Act, this registration statement
or amendment has been signed by the following persons in the capacities and on
the dates indicated:
Signatures Title Date
- -----------------------------------------------------------------
/s/Fred G. Luke
Fred G. Luke President and Director April 30, 1996
/s/Steven H. Dong
Steven H. Dong Chief Financial Officer April 30, 1996
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II-6
<PAGE>
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration Numbered
Statement Description Page
------------------------------------------------------------------
10 Employment Agreement with Fred G. Luke 29
24.2 Consent of C. Raimondo Pettit & Glassman 41
[NUOGAM\FS8:APRIL96.FS8]-3
II-7
<PAGE>
EXHIBIT 10
EMPLOYMENT AGREEMENT WITH FRED G. LUKE
--------------------------------------
[NUOGAM\FS8:APRIL96.FS8]-3
<PAGE>
EXHIBIT 24.2
CONSENT OF RAIMONDO PETTIT & GLASSMAN
-------------------------------------
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<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of NuOasis Gaming, Inc. on Form S-8 (File No. 0-18224) of our report dated
December 15, 1995, on our audit of the consolidated financial statements of
NuOasis Gaming, Inc. as of September 30, 1995, which report included an
explanatory paragraph with respect to substantial doubt existing about the
Company's ability to continue as a going concern and is included in the Annual
Report on Form 10-KSB/A filed with the Securities and Exchange Commission on or
about April 2, 1996.
/s/Raimondo, Pettit & Glassman
RAIMONDO, PETTIT & GLASSMAN
Torrance, California
May 3, 1996
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<PAGE>
NuOASIS GAMING INC.
(formerly E.N. Phillips Company)
2 Park Plaza, Suite 470
Irvine, CA 92714
Telephone (714) 833-5382 o Facsimile (714) 833-7854
April 30, 1996
Room 1012
SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: NuOasis Gaming, Inc.
Ladies and Gentlemen:
Pursuant to Rule 2 of Regulation C and the instructions to Form S-8,
enclosed on behalf of NuOasis Gaming, Inc. are three copies each of the
completed Registration Statement on Form S-8 dated April 30, 1996 including
exhibits and three additional copies without exhibits. The manually signed copy
of Form S-8 has been so indicated in the upper righthand corner of the facing
page.
Pursuant to Rule 457, a cashier's check in the amount of the filing fee of
$100 is enclosed.
Also enclosed in one additional copy of this letter and the Form S-8
Registration Statement together with a postage paid, self-addressed envelope for
the Commission's use in acknowledging the filing of the Registration Statement
on Form S-8.
If there are any problems regarding this filing, please contact me at (714)
833-5382.
Very truly yours,
/s/Doreen H. Ogata
Doreen H. Ogata
Enclosures
[NUOGAM\FS8:APRIL96.FS8]-3
