Registration No. 33-71606
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
BALLY GAMING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 88-0274743
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
6601 South Bermuda Road, Las Vegas, Nevada 89119-3605
(Address of Principal Executive Office) (Zip Code)
---------------
1991 Incentive Plan
1991 Non-Employee Directors' Option Plan
1992 Restricted Stock Performance Plan
(Full title of the Plans)
---------------
NEIL E. JENKINS, ESQ. GERALD ADLER, ESQ.
BALLY GAMING INTERNATIONAL, INC. SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN
6601 SOUTH BERMUDA ROAD 919 THIRD AVENUE
LAS VEGAS, NEVADA 89119-3605 NEW YORK, NEW YORK 10022
(702) 896-7700 (212) 758-9500
(Name, address and telephone number,
including area code of agents for service)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this Amendment No. 1
to the Registration Statement:
4.8 Amendment No. 3 to 1991 Incentive Plan of Bally Gaming
International, Inc.
4.9 Amendment No. 3 to the 1991 Non-Employees Directors'
Option Plan of Bally Gaming International, Inc.
23.4 Consent of Coopers & Lybrand
<PAGE>
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 Las Vegas, Nevada on the 30th day of
May, 1996.
BALLY GAMING INTERNATIONAL, INC.
By: /s/ Scott Schweinfurth
-----------------------
Scott Schweinfurth
Senior Vice President,
Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard Gillman Chairman of the Board and Chief Executive May 30, 1996
- ------------------------ Officer (principal executive officer)
Richard Gillman
/s/ Hans Kloss President, Chief Operating Officer and Director May 30, 1996
- ------------------------
Hans Kloss
/s/ Scott Schweinfurth Senior Vice President, Chief Financial Officer May 30, 1996
- ------------------------ and Treasurer (principal financial officer and
Scott Schweinfurth principal accounting officer)
/s/ Neil Jenkins Director and Executive Vice President May 30, 1996
- ------------------------
Neil Jenkins
/s/ Charles C. Carella Director May 30, 1996
- ------------------------
Charles C. Carella
Director
- ------------------------
James Florio
Director
- ------------------------
Lewis Katz
/s/ Kenneth D. McPherson Director May 30, 1996
- ------------------------
Kenneth D. McPherson
</TABLE>
<PAGE>
BALLY GAMING INTERNATIONAL, INC.
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.8 Amendment No. 3 to 1991 Incentive Plan of
Bally Gaming International, Inc.
4.9 Amendment No. 3 to the 1991 Non-Employees
Directors' Option Plan of Bally Gaming
International, Inc.
23.4 Consent of Coopers & Lybrand
EXHIBIT 4.8
AMENDMENT NO. 3 TO THE
1991 INCENTIVE PLAN
OF
BALLY GAMING INTERNATIONAL, INC.
The 1991 Incentive Plan of Bally Gaming International, Inc., as
amended by Amendments No. 1 and 2 thereto (the "Plan"), is hereby amended as
follows:
1. Section 17 of the Plan is hereby amended and restated in its entirety
to read as follows:
17. Termination of Awards Upon Change in Control.
(a) Subject to subsection (b) below, in the case of a Change
in Control, each Award granted under the Plan shall terminate ninety (90) days
after the occurrence of such Change in Control, but, in the event of any such
termination:
(i) the Award holder shall have the right, commencing at
least five (5) days prior to such Change in Control and subject to any other
limitation on the exercise of such Award in effect on the date of exercise,
(i) to immediately exercise any Options not in tandem with SARs in full,
without regard to any vesting limitations, to the extent they shall not have
been theretofore exercised, and (ii) to exercise, at any time after the sixth
month anniversary of the date of grant of the SAR (but subject to the
restrictions of paragraph (e)(3)(iii) of Rule 16b-3) any SARs or Options in
tandem with SARs in full, without regard to any vesting limitations, to the
extent they shall not have been theretofore exercised, provided, however, that
no SAR or Option in tandem with an SAR shall terminate prior to the end of the
first Window Period following the occurrence of such Change in Control; and
(ii) all restrictions on Restricted Stock Awards shall
immediately lapse and certificates for the affected Shares and the cash
payment required by Section 12.2 of the Plan (if any payment is due) shall be
appropriately distributed.
Subject to Subsection (b) below, each Option, SAR and Option granted in
tandem with an SAR outstanding at the date of the Change in Control, shall
terminate, in all events, no later than one hundred eighty (180) days after
the occurrence of such Change in Control. The foregoing adjustment and the
manner of application of the foregoing provisions shall be determined by the
Committee in its sole discretion.
(b) Notwithstanding anything to the contrary in this Section 17 or
any other provision of the Plan or award granted hereunder, in the case of a
Change in Control which arises as a result of the stockholder approval of
Agreement and Plan of Merger among Alliance Gaming Corporation ("Alliance"),
BGII Acquisition Corp. and the Company, dated as of October 18, 1995, as
amended (the "Merger Agreement"), the following equitable adjustments shall be
made: (i) each Award granted under the Plan shall vest upon the Effective Time
(as defined in the Merger Agreement) and remain exercisable until the earlier of
(A) the original full exercise period, (B) three years from the Effective
Time (as defined in the Merger Agreement) of (C) except with respect to
Messrs. Richard Gillman, Hans Kloss and Neil Jenkins, in the event the option
holder's employment is terminated for cause or such employee voluntarily
terminates his employment, on the date of such termination and (ii) each
outstanding option shall be exercisable, at the exercise price of such option,
for the Merger Consideration (as defined in the Merger Agreement) per Share
subject to the option or in the event the holder of such option (other than
Messrs. Gillman, Kloss and Jenkins) who is an employee of BGII immediately
prior to the Effective Time has delivered proper notice of election to the
Company prior to the Effective Time, each option held by such holder shall be
exercisable for that number of shares of Alliance Common Stock (as defined in
the Merger Agreement) equal to the number of Shares subject to the option at
an exercise price equal to the Alliance Average Trading Price (as defined in
the Merger Agreement). Notice of an election referred to in the preceding
sentence shall be deemed proper only if such notice complies with the
requirements regarding form and timeliness of delivery as established by the
Committee.
EXHIBIT 4.9
AMENDMENT NO. 3 TO THE
1991 NON-EMPLOYEE DIRECTORS' OPTION PLAN
OF
BALLY GAMING INTERNATIONAL, INC.
The 1991 Non-Employee Directors' Option Plan of Bally Gaming
International, Inc., as amended by Amendments No. 1 and 2 thereto (the "Plan"),
is hereby amended as follows:
1. Section 8 of the Plan is hereby amended and restated in its entirety to read
as follows:
8. Early Termination. An Award granted to a Participant under
this Plan shall terminate when the Participant ceases to be a Director,
provided however that the Award may be exercised by the Participant (to
the extent that he or she shall have been entitled to do so at the time he
or she ceased to be a Director) at any time within six (6) months after
such Participant ceased to be a Director, but not beyond the original term
thereof. The foregoing provision of this Section 8 shall not apply in the
event that the Participant ceases to be a Director upon or after the
Effective Time (as defined in the Agreement and Plan of Merger among
Alliance Gaming Corporation, BGII Acquisition Corp. and the Company, dated
as of October 18, 1995, as amended (the "Merger Agreement")).
2. Section 13 of the Plan is hereby amended and restated in its entirety to read
as follows:
13. Termination of Awards Upon Change in Control.
(a) Subject to subsection (b) below, notwithstanding anything
to the contrary, in the case of a Change in Control, each Award
granted under the Plan shall terminate ninety (90) days after the
occurrence of such Change in Control, but, in the event of any
such termination the Award holder shall have the right, commencing
at least five (5) days prior to such Change in Control and subject
to any other limitation on the exercise of such Award in effect on
the date of exercise to immediately exercise any Options in full,
without regard to any vesting limitations, to the extent they
shall not have been theretofore exercised; and
(b) Notwithstanding anything to the contrary in this Section
13, in the case of a Change in Control which arises as a result of
stockholder approval of the Merger Agreement, each award granted
under the Plan shall vest upon the Effective Time and remain
exercisable for the lesser of (i) the original full exercise
period or (ii) three years from the Effective Time and each option
subject to such award shall be exercisable for the Merger
Consideration (as defined in the Merger Agreement) per Share
subject to such option.
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File #33-71606) of our report, dated February 13, 1996, on our
audits of the consolidated financial statements of Bally Gaming International,
Inc.
COOPERS & LYBRAND L.L.P
Las Vegas, Nevada
May 30, 1996
