<PAGE i>
As filed with the Securities and Exchange Commission on June 23, 1997
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CREATIVE GAMING, INC.
- -----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-2930106
- ------------------------------- -------------------
(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification No.)
150 Morris Avenue, Suite 205, Springfield, New Jersey 07081
- ----------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement dated as of June 9, 1997
- -----------------------------------------------------------------------------
(Full Title of the Plan)
Mr. Peter J. Jegou
Creative Gaming, Inc.
150 Morris Avenue, Suite 205
Springfield, NJ 07081
(201) 467-0266
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Robert W. Berend, Esq.
Wachtel & Masyr, LLP
110 East 59th Street
New York, NY 10022
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- ---------- ---------- ------------ -------- ------------
Common Stock, 500,000 $ .172 $ 86,000 $ 26
no par value shares
______________________
(1) Estimated solely for the purpose of calculating the
registration fee. The proposed maximum offering price and
the registration fee for the shares to be issued pursuant to
the Consulting Agreement are computed, pursuant to Rule
457(h), on the basis of the average of the high and low price
of Creative Gaming, Inc.'s common stock on June 21, 1997.
<PAGE 1>
PROSPECTUS
CREATIVE GAMING, INC.
500,000 Shares
of
Common Stock, No Par Value
______________________
Consulting Agreement dated as of June 9, 1997 between
Creative Gaming, Inc. and Art Malone, Jr.
_____________________
This Prospectus relates to an offering by Creative Gaming,
Inc. ("CGI") of an aggregate of 500,000 shares of CGI's Common
Stock, no par value (the "Common Stock"), to be issued to Art
Malone, Jr. (the "Consultant") pursuant to a written consulting
agreement dated as of June 9, 1997 (the "Agreement") by and
between CGI and the Consultant.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________
This Prospectus does not constitute an offer to sell
securities in any state to any person to whom it is unlawful to
make such offer in such state.
______________________
The date of this Prospectus is June 23, 1997
<PAGE 2>
AVAILABLE INFORMATION
CGI is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy and
information statements and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be
inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, as well as at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of this
material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission at the following Web site
address: http://www.sec.gov. Because the Common Stock is traded
on the Nasdaq System, reports, proxy and information statements
and other information concerning CGI can also be inspected by
contacting the National Association of Securities Dealers, Inc.
(the "NASD"), Nasdaq Reports Section, at 1735 K Street, N.W.,
Washington, D.C. 20006-1506.
CGI has filed with the Commission a Registration Statement
on Form S-8 (the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to
an aggregate of 500,000 shares of the Common Stock to be issued
to the Consultant pursuant to the Agreement. This Prospectus,
which is Part I of the Registration Statement, omits certain
information contained in the Registration Statement. For further
information with respect to CGI and the shares of the Common
Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not
necessarily complete and, where any such document is an exhibit
to the Registration Statement or is incorporated herein by
reference, each such statement is qualified in all respects by
the provisions of such exhibit or other document, to which
reference is hereby made for a full statement of the provisions
thereof. A copy of the Registration Statement, with exhibits,
may be obtained from the Commission's office in Washington, D.C.
(at the above address) upon payment of the fees prescribed by the
rules and regulations of the Commission, or examined there
without charge.
CGI will provide without charge to each person to whom a
Prospectus has been delivered, upon the written or oral request
of such person, a copy of any or all of the information that has
been incorporated by reference in the Prospectus (not including
exhibits to such information that is incorporated by reference
unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates). Requests
for such copies should be directed to Creative Gaming, Inc.,
Attention: Walter J. Krzanowski, Treasurer and Chief Financial
Officer, 150 Morris Avenue, Suite 205, Springfield, NJ 07089,
Telephone: (201) 467-0266.
<PAGE 3>
No person has been authorized by CGI to give any information
or to make any representation other than as contained in this
Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized
by CGI. Neither the delivery of this Prospectus nor any
distribution of the shares of the Common Stock underlying the
warrants under the terms of the Agreement (which constitutes the
plan) shall, under any circumstances, create any implication that
there has been no change in the affairs of CGI since the date
hereof.
<PAGE 4>
CONSULTING AGREEMENT dated as of June 9, 1997 between
CREATIVE GAMING, INC.
and
ART MALONE, JR.
______________________
500,000 Shares of the Common Stock, no par value
PART I
Item 1. Plan Information
General Plan Information
Creative Gaming, Inc., a New Jersey corporation formerly
named Creative Learning Products, Inc. ("CGI"), is offering by
this Prospectus an aggregate of 500,000 shares (the "Shares") of
CGI's Common Stock, no par value (the "Common Stock"), to be
issued pursuant to a written consulting agreement dated June 9,
1997 (the "Agreement") between CGI and Art Malone, Jr. (the
"Consultant"). Under the Agreement the Consultant has provided,
and will continue to provide, certain consulting services, as
hereinafter described, to CGI. The Consultant has accepted, as
compensation for his services, 500,000 shares of the Common
Stock. The purpose of the form of compensation provided for in
the Agreement is to provide the Consultant with a proprietary
interest in the progress and success of the business of CGI and
provide him with maximum incentive to perform his consulting
services at the highest possible level.
The following description of the Agreement is only a summary
and does not purport to be complete. It is qualified in its
entirety by reference to the complete text of the Agreement, a
copy of which is filed as Exhibit 4(b) to the Registration
Statement of which this Prospectus is a part and is incorporated
herein by this reference.
Pursuant to the Agreement, the Consultant has agreed to
provide CGI with the services of introductions to business
contacts, brokerage firms, public relation firms and potential
celebrity spokes persons. Services have been, and will continue
to be, provided by the Consultant as CGI may reasonably request
during the term of the Agreement. CGI and the Consultant have
separately agreed that, under no circumstances, may the services
under the Agreement relate to, or be in connection with, the
offer or sale of securities of CGI in a capital-raising
transaction. The term of the Agreement is for the three months
following June 9, 1997.
<PAGE 5>
CGI has agreed to file this Registration Statement with
respect to the Shares. CGI will pay all expenses related to this
Registration Statement. The Consultant has represented that he
will acquire the Shares for investment purposes only and not with
a view to, or in connection with, the resale or distribution
thereof.
Upon issuance the Shares shall be deemed fully paid and
nonassessable and shall be free and clear of all liens and
encumbrances.
The Agreement is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA") and is
not a qualified plan under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code").
CGI and its subsidiaries are referred to herein as the
"Company."
Securities To Be Offered
The number of shares being offered are an aggregate of
500,000 shares of the Common Stock pursuant to the Agreement.
Employees Who May Participate in the Plan
CGI is issuing the Shares to the Consultant pursuant to the
Agreement.
Purchase of Securities Pursuant to the Plan
and Payment For Securities Offered
The Consultant is receiving the Shares in consideration for
the consulting services the Consultant is providing pursuant to
the Agreement. The Shares will be issued from authorized but
unissued shares and CGI will not purchase shares in the open
market for such purpose. There are currently no shares of the
Common Stock held as treasury shares.
Resale Restrictions
The Shares to be issued by CGI to the Consultant pursuant to
the Agreement shall be freely tradeable shares.
Withdrawal from the Plan; Assignment of Interest
The Shares may not be assigned or transferred in whole or in
part by the Consultant, except under the laws of descent and
distribution and pursuant to the Securities Act.
<PAGE 6>
Tax Effects of Plan Participation
The following is a summary of the Federal income tax
provisions under the Code currently applicable to the Shares
based upon advice to CGI by Wachtel & Masyr, LLP, its counsel.
The Consultant should consult his own tax advisors concerning
legislative or administrative developments, as well as his
individual Federal income tax position before receiving the
Shares or disposing of any shares of the Shares. CGI makes no
representation as to the tax status or effect of the Shares under
the Code or the tax consequences under the laws of any state or
other jurisdiction of the issuance of the Shares, or of any sale
of any shares of the Shares acquired pursuant to the Agreement.
The Consultant recognized ordinary income as of the date of
the signing of the Agreement in an amount equal to the fair
market value of the Shares on such date. The Consultant's tax
basis in such shares of the Shares is the amount of ordinary
income recognized by the Consultant, and the Consultant's holding
period will commence on the date of the signing of the Agreement.
Upon a subsequent sale of any shares of the Shares, any
difference between the tax basis of such shares of the Shares and
the amount realized on the sale is treated under the Code as
short-term or long-term capital gain or loss, depending on the
holding period of such shares of the Shares.
Item 2. Registrant Information and Employee Agreement
Annual Information
CGI will provide, without charge, to the Consultant, upon
its written or oral request, a copy of CGI's latest Annual Report
on Form 10-KSB, as amended, for the fiscal year ended May 31,
1996, which document is incorporated herein by this reference in
this Prospectus and is made a part hereof. There is also
incorporated herein by this reference and made a part hereof, all
documents filed and to be filed by CGI pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to the Registration
Statement which indicates that all securities offered by this
Prospectus have been sold or which deregisters all securities
then remaining unsold. Requests for such information should be
directed to Walter J. Krzanowski, Treasurer and Chief Financial
Officer, Creative Gaming, Inc., 150 Morris Avenue, Suite 205,
Springfield, NJ 07081; Telephone: (201) 467-0266.
<PAGE II-i>
- ---------------------------------------- -----------------------------
- ---------------------------------------- -----------------------------
TABLE OF CONTENTS
Page
----
Available Information........... 2 CREATIVE GAMING, INC.
Plan Information 500 Shares of Common Stock
General Plan Information....... 4
Securities To Be Offered....... 5
Employees Who May Participate
in the Plan................... 5
Purchase of Securities Pursuant
to the Plan and Payment For
Securities Offered............ 5
Withdrawals from the Plan;
Assignment of Interest........ 5
Tax Effects of Plan
Participation................. 6
Registrant Information and
Employee Agreement Annual
Information..................... 6
- ----------------------------------------- -------------------------------
- ----------------------------------------- -------------------------------
Prospectus dated June 23, 1997
<PAGE II-1>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant's Annual Report on Form 10-KSB, as amended,
for the fiscal year ended May 31, 1996 is incorporated by
reference in this Registration Statement and made a part hereof.
There is also incorporated herein by reference hereto and made a
part hereof the Registrant's registration statement on Form 8A
dated April 25, 1989 and all other documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered by the Prospectus have been sold or which deregisters all
securities then remaining unsold. Such documents shall be deemed
to be incorporated by this reference and to be made a part hereof
from the date of filing of such documents. In addition, the
audited consolidated financial statements of the Registrant to be
included in subsequently filed documents will be incorporated
herein in reliance upon the reports of BDO Seidman, LLP
pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given
upon the authority of such firms as experts in accounting and
auditing.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The consolidated financial statements of the Registrant at
May 31, 1996 and for the two years ended May 31, 1996 appearing
in the Registrant's Annual Report on Form 10-KSB, as amended,
have been audited by BDO Seidman, LLP, independent auditors, as
set forth in such firm's report thereon included therein and
incorporated herein by reference. Such financial statements are
incorporated herein in reliance on the report of BDO Seidman, LLP
pertaining to such financial statements given on the authority of
such firm as experts in accounting and auditing.
The validity of the securities offered hereby will be passed
upon for the Registrant by Wachtel & Masyr, LLP, 110 East 59th
Street, New York, New York 10022. Wachtel & Masyr, LLP is the
holder of 385,741 shares of the Registrant's Common Stock, no par
value (the "Common Stock"), and a Common Stock purchase warrant
to purchase 152,263 shares of the Common Stock at $.99 per share
(both the number of shares and the exercise price being subject
to further adjustments pursuant to the antidilution provisions
thereof), the shares and the warrant have been received in lieu
of payments for legal fees.
<PAGE II-2>
Item 6. Indemnification of Directors and Officers
Article VI of the Articles of Incorporation of the
Registrant provides indemnification of persons including
directors and officers of the Registrant to the fullest extent
permitted by the Business Corporation Act of the State of New
Jersey (the "BCA").
Section 14A:3-5(2) of the BCA empowers a corporation to
indemnify a corporate agent (which term includes a director or
officer) against his or her expenses and liabilities in
connection with any proceeding involving the corporate agent,
other than a proceeding by, or in the right of, the corporation,
if such corporate agent acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to a criminal
proceeding, such agent has no cause to believe his or her conduct
was unlawful. Subsection 14A:3-5(3) of the BCA provides for
similar indemnification of a corporate agent in a proceeding by,
or in the right of, the corporation, but requires court approval
of the actual indemnification. Subsections 14A:3-5(5) through
Subsection 14A:3(5)(12) of the BCA further define the procedures
relating to indemnification.
See the last undertaking in Item 17 to this Registration
Statement.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
All of the following exhibits except those designated with
an asterisk are incorporated herein by reference to a prior
registration statement filed under the Securities Act of 1933, as
amended (the "Securities Act"), or a periodic report filed by
the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act. Those exhibits designated with an asterisk are filed as an
exhibit to this Registration Statement.
Number Exhibits
- ------ --------
3(a) Copy of Articles of Incorporation of the Registrant. (1)
3(a)(1) Copy of Amendment to Articles of Incorporation of
the Registrant filed on December 30, 1988. (1)
3(a)(2) Copy of Amendment to Articles of Incorporation of the
Registrant filed on September 12, 1991. (2)
3(a)(3) Copy of Certificate of Designations and
Preferences of the Series A Preferred Stock of the
Registrant filed on September 12, 1991. (2)
<PAGE II-3>
Number Exhibits
- ------ --------
3(a)(4) Copy of Amendment to the Articles of Incorporation of the
Registrant filed on May 22, 1992. (2)
3(a)(5) Copy of Amendment to the Articles of Incorporation
of the Registrant filed on June 23, 1992. (2)
3(a)(6) Copy of Amendment to the Articles of Incorporation
of the Registrant filed on August 25, 1993. (2)
3(a)(7) Copy of Amendment to the Articles of Incorporation
of the Registrant filed on January 26, 1994. (3)
*3(a)(8) Copy of Amendment to the Articles of Incorporation of
the Registrant filed on May 22, 1997.
3(b) Copy of Amended and Restated By-Laws of the Registrant
as adopted by shareholders on January 12, 1994. (3)
4(a) Specimen of Common Stock Certificate after one-for-four
reverse stock split effective January 26, 1994. (3)
4(b) Copy of Consulting Agreement dated June 9, 1997 between
the Registrant and Art Malone, Jr.
*5(a) Opinion of Wachtel & Masyr, LLP.
*23(a) Consent of Wachtel & Masyr, LLP is included in its
Opinion filed as Exhibit 5.
*23(b) Consent of BDO Seidman, LLP.
_________________________
(1) Filed as an exhibit to the Registrant's Registration
Statement on Form S-18, File No.
33-27027, and incorporated herein by this reference.
(2) Filed as an exhibit to the Registrant's Annual Report on
Form 10-KSB for the year ended May 31, 1993 and incorporated
herein by this reference.
(3) Filed as an exhibit to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended February 28, 1994 and
incorporated herein by this reference.
<PAGE II-4>
Item 17. Undertakings.
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:
(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; and
(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.
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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) of the Exchange Act 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.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus, to each person to whom
the Prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
Prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article
3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to
provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act 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
<PAGE II-5>
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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE II-6>
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 New York, State of New York, on June 20, 1997.
CREATIVE GAMING, INC.
(Registrant)
By:/s/ Peter J. Jegou
--------------------------
Peter J. Jegou
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on June 20, 1997.
Signature Title
/s/ Peter J. Jegou Principal Executive Officer and
- -------------------------- Director
Peter J. Jegou
/s/ Walter J. Krzanowski Principal Financial and
- -------------------------- Accounting Officer
Walter J. Krzanowski
/s/ Carol A. Kulina-Jegou Director
- ---------------------------
Carol A. Kulina-Jegou
/s/ Robert W. Berend Director
- ----------------------------
Robert W. Berend
/s/ Lee S. Rosen Director
- ----------------------------
Lee S. Rosen
<PAGE E-1>
Exhibit Index
Page
Number Exhibit Number
3(a)(8) Copy of Amendment to the Articles of Incorporation
of the Registrant filed on May 22, 1997 E-2
4(b) Copy of Consulting Agreement dated June 9, 1997
between the Registrant and Art Malone, Jr. E-4
5 Opinion of Wachtel & Masyr, LLP E-6
23(a) Consent of Wachtel & Masyr, LLP is included in
their opinion filed as Exhibit 5 hereto
23(b) Consent of BDO Seidman, LLP E-7
<PAGE E-2>
Exhibit 3(a)(8)
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CREATIVE LEARING PRODUCTS, INC.
_____________________________________
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section
19A:9-4(3), Corporations, General, of the New Jersey Statutes,
the undersigned corporation executes this following Certificate
of Amendment to its Amended and Restated Certificate of
Incorporation:
1. The name of the corporation is Creative Learning
Products, Inc. (the "Corporation").
2. The following amendments to the Amended and Restated
Certificate of Incorporation of the Corporation were approved by
the directors of the Corporation and thereafter duly adopted by
more than a majority of the shareholders of the Corporation at
the Annual Meeting of Shareholders of the Corporation on May 8,
1997.
RESOLVED, that the Article I and Article IV of the Amended
and Restated Certificate of Incorporation be, and they hereby
are, amended to read as follows:
a. Article I of the Amended and Restated Certificate
of Incorporation relating to the name of the Corporation will be
amended by striking out the whole of ARTICLE I thereof as it now
exists and inserting in lieu thereof a new ARTICLE I reading in
its entirety as follows:
"ARTICLE I: NAME
The name of the Corporation is:
Creative Gaming, Inc."
<PAGE E-3>
b. The opening paragraph of ARTICLE IV and paragraph (a) thereto
relating to the Capital Stock of the Corporation will be
amended by striking out the whole of such paragraphs as they
now exist and inserting the following text in lieu thereof to
read as follows:
ARTICLE IV: CAPITAL STOCK
The total number of shares of capital stock
authorized to be issued by the Corporation will be One
Hundred Two Million (102,000,000) shares, divided into
two classes, as follows:
(a) One Hundred Million (100,000,000) shares
of Common Stock, having no par value per share
(hereinafter sometimes referred to as "Common
Stock")."
3. The number of shares of the Corporation outstanding at
the time of the adoption of the amendment was 19,848,727, of
which 19,848,727 were shares of Common Stock and 0 were shares of
Preferred Stock, which Preferred Stock was not entitled to vote.
The total number of shares entitled to vote thereon was
19,848,727.
4. The number of shares voting for and against such
amendments are as follows:
a. Amendment to ARTICLE I:
Number of Shares Voting For Number of Shares Voting Against
--------------------------- -------------------------------
15,947,397 62,265
b. Amendment to ARTICLE IV:
Number of Shares Voting For Number of Shares Voting Against
--------------------------- -------------------------------
15,256,362 132,800
5. The effective date of this Amendment to the Amended and
Restated Certificate of Incorporation shall be its date of filing
with the Secretary of State of the State of New Jersey.
Dated this 19th day of May, 1997
CREATIVE LEARNING PRODUCTS, INC.
By:/s/ Walter J. Krzanowski
----------------------------------
Walter J. Krzanowski, Treasurer
and Chief Financial Officer
<PAGE E-4>
Exhibit 4(b)
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT is made and entered into this June 9, 1997, at
Agoura, California by and between Art Malone Jr. and Creative
Gaming.
W I T N E S S E T H:
WHEREAS, Creative Gaming wishes to hire Art Malone Jr., as a
consultant for the purpose of providing the service of
introduction to business contacts, brokerage firms, public
relation firms, potential celebrity spokes persons;
WHEREAS, Art Malone Jr., has agreed to utilize its best efforts
to make the introductions and business contacts which are
reasonably beneficial to Creative Gaming and its business
prospects;
WHEREAS, Creative Gaming has agreed to pay Art Malone Jr. 500,000
shares of free trading stock upon signing of this agreement in
consideration for Mr. Malone providing services;
NOW THEREFORE, in consideration of the mutual undertaking
described below, the parties agree as follows:
1. SERVICES.
Art Malone Jr., shall provided Creative Gaming with the service
of introduction to business contacts, brokerage firms,
public relations firms, potential celebrity spokes persons.
These services shall be provided as may be reasonably
related to Creative Gaming. Art Malone Jr., shall provide
person to person introductions, including face to face
meetings with principals of the introduced company and the
principals of Creative Gaming.
2. BEST EFFORTS.
Art Malone Jr. shall utilize its best efforts to make the
introductions required under this Agreement and to undertake
the services that may be reasonably necessary to obtain
introductions for Creative Gaming. Art Malone Jr., shall
not be required to make an introduction of any particular
person, business, or other entity. Art Malone Jr., cannot
guarantee that any person, business, or entity will be
available for introduction, or that such person will consent
to such introductions, or the results of such introductions.
3. TERM.
This Agreement shall be effective upon the signing of this
Agreement and shall last for a period of three months
calendar months following the date of signing this
Agreement. It shall terminate on the 90 day following the
signing of this Agreement.
<PAGE E-5>
4. INDEMNITY.
Creative Gaming hereby agrees to indemnify and hold Art Malone
Jr., harmless of and from any and all costs, expenses, fees,
claims, damages, and injuries, including attorney's fees, of
all kinds which they may incur or be required to pay by
reason of this Consulting Agreement, the ownership of the
stock paid to Art Malone Jr., by Creative Gaming, or the
transfer of such securities to Malone and Associates, Inc.
Creative Gaming obligation to indemnify Art Malone Jr.,
shall extend to and include any claim, demand, or cause of
action which any person, business, or other entity may
assert against Art Malone Jr., by reason of its activities
as described in this Agreement. Creative Gaming obligation
to indemnify Art Malone Jr., shall extend to any renewal,
alteration, amendment, or modification of this Consulting
Agreement.
/s/ Art Malone, Jr. /s/ Peter Jegou
- -------------------- -------------------
Art Malone Jr. Peter Jegou,
CEO/President
<PAGE E-6>
Exhibit 5
June 20, 1997
Creative Gaming, Inc.
150 Morris Avenue
Suite 205
Springfield, New Jersey 07081
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Creative Gaming, Inc.
(the "Company") under the Securities Act of 1933, as amended,
relating to 500,000 shares of the Common Stock, no par value per
share (the "Common Stock"), of the Company issued pursuant to
the terms of a written consulting agreement dated June 9, 1997
between the Company and Art Malone, Jr. (the "Agreement").
As counsel to the Company, we have examined the Certificate
of Incorporation of the Company, its By-laws, its minutes, the
Agreement and other corporate proceedings relating to the
authorization and issuance of the aforesaid shares of the Common
Stock and have reviewed the Registration Statement in the form
intended to be filed. In our opinion, we have made such an
investigation and examination as we have deemed necessary for the
purposes of expressing an informed opinion on the matters
hereafter discussed.
Based upon such examination, it is our opinion that:
1. The Company is duly organized and validly existing
under the laws of the State of New Jersey; and
2. The 500,000 shares of the Common Stock issued to Art
Malone, Jr. pursuant to the Agreement are validly issued, fully
paid and non-assessable.
In addition, we hereby consent to the filing of this opinion
as an Exhibit to said Registration Statement and to the reference
to our firm on page 6 of the Prospectus included in the
Registration Statement.
Very truly yours,
/s/ Wachtel & Masyr, LLP
-------------------------
Wachtel & Masyr, LLP
<PAGE E-7>
Exhibit 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
Board of Directors and Stockholders
Creative Gaming, Inc.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated September
10, 1996, relating to the consolidated financial statements of
Creative Gaming, Inc. and Subsidiaries, appearing in the
Company's Annual Report on Form 10-KSB, as amended, for the year
ended May 31, 1996. We also consent to the reference to us under
the caption "Interests of Named Experts and Counsel".
/s/ BDI Seidman, LLP
- -----------------------
BDO Seidman, LLP
New York, New York
June 20, 1997
