<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1997.
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORAM GAMING AND ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
NEVADA 84-0485316
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THREE CANTON SQUARE
TOLEDO, OHIO 43624
(419) 255-1515
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
NORAM GAMING AND ENTERTAINMENT, INC.
STOCK INCENTIVE PLAN
(Full Title of Plan)
George C. Zilba
President
Noram Gaming and Entertainment, Inc.
Three Canton Square
Toledo, Ohio 43624
(419) 255-1515
(Name, Address and Telephone number of
Agent for Service)
Copies to:
Lyman F. Spitzer, Esq.
Shumaker, Loop & Kendrick, LLP
1000 Jackson
Toledo, Ohio 43624-1573
(419) 241-9000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF SECURITIES Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
TO BE REGISTERED Registered price per share offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares .001 Par Value Total......... 1,000,000 shares $.875(1) $875,000.00(1) $265.15
====================================================================================================================================
<FN>
- --------------------
(1)Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the
basis of the average of the bid and asked price reported for the common stock on March 5, 1997.
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The documents containing the information concerning the Noram
Gaming and Entertainment, Inc. Stock Incentive Plan (the "Plan") required by
Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of the registrant
information, employee benefit plan annual reports and other information required
by Item 2 of Form S-8 will be sent or given to participants as specified in Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. Noram Gaming and Entertainment, Inc., a Nevada
corporation, (the "Company"), will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference in this
Prospectus:
(a) The Company's annual report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1996.
(c) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended June 30, 1996.
(d) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing such
documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in documents incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any document
that is subsequently incorporated by reference herein modifies such statement.
Any statement so modified or superseded shall not be deemed, except as to
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company upon completion of this
offering will consist of 25,000,000 shares of Common Stock, $0.001 par value. As
of December 31, 1996, there were 12,642,000 shares of Common Stock issued and
outstanding. The following description is qualified in its entirety by reference
to the Company's Articles of Incorporation, as amended, and By-laws, which are
filed as exhibits to this Registration Statement.
The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Cumulative
voting in the election of director is not permitted. Holders of Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. In the event of the
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of
liabilities. Holders of Common Stock have no conversion, preemptive or
II-2
<PAGE> 3
other rights to subscribe for additional shares or other securities, and there
are no redemption or sinking funds provisions with respect to such share respect
to such shares. The issued and outstanding shares of Common Stock are, and the
shares offered hereby will be upon payment therefor, fully paid and
nonassessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws authorize the Board of Directors, on behalf of
the company and without shareholder action, to exercise all of the Company's
powers of indemnification. There are currently specific provisions in the
By-Laws respecting Officer, Director and agent indemnification. The Company's
By-Laws as adopted by the Company are incorporated by reference herein and
attached to this Registration Statement as Exhibit 3.2. Indemnification of such
officers, directors and agents is provided in Article VII of the By-Laws.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expense incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
3.1 Article of Incorporation, as amended to date.
3.2 By-Laws of the Company.
5.1 Opinion of Shumaker, Loop & Kendrick, as to the legality of the
securities being registered.
10 Copy of the Noram Gaming and Entertainment, Inc. Stock Incentive Plan.
24.1 The Consent of Shumaker, Loop & Kendrick to the use of their opinion as
an Exhibit to this Registration Statement is included in their opinion
filed herewith as Exhibit 5.1.
24.2 Consent of Smith & Company, certified public accountants.
ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers of 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 of
1933.
II-3
<PAGE> 4
(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 thereto)
which, individually or in the aggregate,
represents a fundamental change in the
formation set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
3. The undersigned Company hereby undertakes to deliver or cause to be
delivered with the Prospectus to each eligible employee, director or consultant
to whom the Prospectus is sent or given, a copy of the Company's Annual Report
to Stockholders for its last fiscal year, unless such individual otherwise has
received a copy of such Annual Report, in which case the Company shall state in
the Prospectus that it will promptly furnish, without charge, a copy of such
Annual Report on written request of the individual. If the last fiscal year of
the Company has ended within 120 days prior to the use of the Prospectus, the
Annual Report of the Company for the preceding fiscal year may be so delivered,
but within such 120 day period the Annual Report for the last fiscal year will
be furnished to each such individual.
The Company also undertakes to deliver or cause to be delivered to all
employees, directors or consultants participating in the Company's Stock
Incentive Plan who do not otherwise receive such material, copies of all reports
to stockholders, proxy statements and other communications distributed to its
security holders generally, such material to be sent or delivered no later than
the time it is sent to security holders.
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 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 Toledo, State of Ohio this 5th day of March,
1997.
NORAM GAMING AND ENTERTAINMENT, INC.
By: /s/ George C. Zilba
-------------------------------------
George C. Zilba, President
/s/ John O. Zilba
-------------------------------------
John O. Zilba, Secretary
II-4
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
A MAJORITY OF THE BOARD OF DIRECTORS
Signature Title Date
--------- ----- ----
/s/ George C. Zilba Director and President March 5, 1997
- ----------------------------
George C. Zilba
/s/ John O. Zilba Director and Secretary March 5, 1997
- ----------------------------
John O. Zilba
/s/ Frank Bryan Director and Treasurer March 5, 1997
- ----------------------------
Frank Bryan
/s/ Kenneth M. McDougal Director March 5, 1997
- ----------------------------
Kenneth M. McDougal
/s/ Andrew J. Mangino Director March 5, 1997
- ----------------------------
Andrew J. Mangino
II-5
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED PAGE
- ------ ------------------- -------------
<S> <C>
3.1 Article of Incorporation, as amended to date.
3.2 By-Laws of the Company.
5.1 Opinion of Shumaker, Loop & Kendrick, as to the legality of the
securities being registered.
10 Copy of the Noram Gaming and Entertainment, Inc. Stock Incentive Plan.
24.1 The Consent of Shumaker, Loop & Kendrick to the use of their opinion as
an Exhibit to this Registration Statement is included in their opinion
filed herewith as Exhibit 5.1.
24.2 Consent of Smith & Company, certified public accountants.
</TABLE>
II-6
<PAGE> 1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CORE INTEGRATION, INC.
I THE UNDERSIGNED natural person of the age of 21 years or more, acting
as incorporator of a corporation under the Private Corporations provisions of
78-010, et seq., NEVADA REVISED STATUTES, (hereinafter referred to as the
"N.R.S."), adopt the following Articles of Incorporation for such Corporation:
ARTICLE I
NAME
The name of the Corporation is CORE INTEGRATION, INC.
ARTICLE II
PRINCIPAL OFFICE
The initial principal office of the Corporation shall be located at 216
South Fourth Street, Las Vegas, Nevada, 89106, and/or such other place as the
directors shall designate.
ARTICLE III
DURATION
The period of duration of the Corporation is perpetual.
ARTICLE IV
PURPOSES AND POWERS
The purposes for which the corporation is organized are to engage in
any activity or business not in conflict with the laws of the State of Nevada or
of the United States of America, and without limiting the generality of the
foregoing, specifically, to have and to exercise all the powers now or hereafter
conferred by the laws
<PAGE> 2
of the State of Nevada upon corporations organized and any and all acts
amendatory thereof and supplemental thereto.
ARTICLE V
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall have
authority to issue is 25,000,000 shares, having a par value of $0.001 (1 mill)
per share. The stock shall be designated as Class "A" voting common stock and
shall have the same rights and preferences. The common stock shall not be
divided into classes and may not be issued in series. Fully paid stock of this
Corporation shall not be liable for any further call or assessment. The total
capitalization of the Corporation shall be $25,000.
ARTICLE VI
PRE-EMPTIVE RIGHTS
No stockholder of the Corporation shall, because of his ownership of
stock, have a pre-emptive or other right to purchase, subscribe for or take part
of any of the notes, debentures, bonds or other securities convertible into or
carrying options for warrants to purchase stock of the Corporation issued,
optioned or sold by it after its incorporation, except as may be otherwise
stated in these Articles of Incorporation or by an amended certificate of said
Articles duly filed, may at any time be issued, optioned for sale and sold or
disposed of by the Corporation pursuant to the resolution of its Board of
Directors to such person, persons or organizations and upon such terms as may to
such Board of Directors seem proper, without first offering such stock
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<PAGE> 3
or securities or any part thereof to existing stockholders, except as required
in Article V of these Articles of Incorporation.
ARTICLE VII
VOTING OF SHARES
Each outstanding share of the class "A" common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote at a meeting of
the stockholders. Each shareholder shall be entitled to vote his or its shares
in person or by proxy, executed in writing by such shareholder or by its duly
authorized attorney in fact. At each election for directors, every shareholder
entitled to vote at such election shall have the right to vote in person or by
proxy, the number of shares owned by him or it for as many persons as there are
directors to be elected and for whose election he or it has the right to vote,
but the shareholder shall have no right, whatsoever, to accumulate his or its
votes with regard to such election.
ARTICLE VIII
DIRECTORS
The governing board of this Corporation shall be called directors, and
the number of directors may from time to time be specified by the By-laws of the
Corporation at not less than one, nor more than fifteen. When the By-laws do not
specify the number of directors, the number of directors shall be three (3), or
equal to the number of shareholders should there be less than three initial
shareholders. The name of the initial director, being also the incorporator and
sole shareholder is:
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<PAGE> 4
NAME ADDRESS
---- -------
LESLIE H. SHAW 3760 So. Highland Dr. #300, Salt Lake City, UT 84106
which director shall hold office until the first meeting of the shareholders of
the Corporation and until his or her successors have been duly elected and
qualified. Directors need not be residents of the State of Nevada or
shareholders of the Corporation.
ARTICLE IX
INCORPORATOR
The name and address of the sole incorporator and sole initial
shareholder of this Corporation is:
NAME ADDRESS
---- -------
LESLIE H. SHAW 3760 So. Highland Dr. #300, Salt Lake City, UT 84106
Dated this 8th day of February, 1990.
/s/ Leslie H. Shaw
--------------------------------
Incorporator
STATE OF UTAH )
) SS:
COUNTY OF SALT LAKE)
Personally appeared before me this 8th day of February, 1990, Leslie H.
Shaw, signer of the foregoing instrument who being by me first duly sworn,
declared that she is the person who signed the foregoing as incorporator and
that the statements contained therein are true.
/s/ Krista Castleton
--------------------------------
Notary Public
Residing in: Salt Lake
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<PAGE> 5
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
CORE INTEGRATION, INC.
We, the undersigned George C. Zilba, President, and Logan Anderson,
Secretary of Core Integration, Inc., do hereby certify:
That the Board of shareholders of said corporation at a meeting duly
convened, held on the 10th day of July, 1995, adopted a resolution to amend the
original articles as follows:
Article I is hereby amended to read as follows:
The name of the Corporation is Noram Gaming and
Entertainment, Inc.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 1,000,000; that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ George C. Zilba
-----------------------------------
GEORGE C. ZILBA
/s/ Logan Anderson
-----------------------------------
LOGAN ANDERSON
STATE OF OHIO )
) ss:
COUNTY OF LUCAS )
On July 18, 1995, personally appeared before me, a Notary Public,
George C. Zilba, who acknowledged that he executed the above instrument.
/s/ Jeffrey C. Zilba
-----------------------------------
NOTARY PUBLIC
STATE OF ARIZONA )
) ss:
COUNTY OF MARICOPA )
On July 19, 1995, personally appeared before me, a Notary Public, Logan
Anderson, who acknowledged that he executed the above instrument.
/s/ Gail L. Ward
-----------------------------------
NOTARY PUBLIC
-1-
<PAGE> 1
EXHIBIT 3.2
BYLAWS OF
CORE INTEGRATION, INC.
ARTICLE I - STOCKHOLDER'S MEETINGS
A) ANNUAL MEETINGS shall be held on the 30th day of December of each year
beginning in 1995, or at such other time as may be determined by the Board of
Directors or the President, for the purposes of electing directors, and
transacting such other business as may properly come before the meeting.
B) SPECIAL MEETINGS may be called at any time by the Board of Directors or by
the President, and shall be called by the President or the Secretary at the
written request of the holders of a majority of the shares then outstanding
and entitled to vote.
C) WRITTEN NOTICE stating the time and place of the meeting, signed by the
President or the Secretary, shall be served either personally or by mail, not
less than ten (10) nor more than sixty (60) days before the meeting upon each
Stockholder entitled to vote. Said notice shall state the purpose for which
the meeting is called, no other business may be transacted at said meeting,
unless by unanimous consent of all stockholders present, either in person or
by proxy.
D) PLACE of all meetings shall be at the principal office of the Corporation,
or at such other place as the Board of Directors or the President may
designate.
E) A QUORUM necessary for the transaction of business at a stockholder's
meeting shall be a majority of the stock issued and outstanding, either in
person or by proxy. If a quorum is not present, the stockholders present may
adjourn to a future time, and
<PAGE> 2
notice of the future time must be served as provided in Article I, (C), if a
quorum is present they may adjourn from day to day without notice.
F) VOTING: Each stockholder shall have one vote for each share of stock
registered in his name on the books of the Corporation, a majority vote shall
authorize any Corporate action, except the election of the Directors, who
shall be elected by a plurality of the votes cast.
G) PROXY: At any meeting of the stockholders any stockholder may be
represented by a vote by a proxy, appointed in writing and signed. No proxy
shall be valid after the expiration of six (6) months from the date of its
execution, unless the person executing it specifies the length of time it is
to continue in force, which in no case shall exceed seven (7) years from its
execution.
H) CONSENT: Any action, except election of Directors, which may be taken by a
vote of stockholders at a meeting, may be taken without a meeting if
authorized by a written consent of stockholders holding at least a majority of
the voting power.
ARTICLE II - BOARD OF DIRECTORS
A) OFFICE: At least one person chosen annually by the stockholders shall
constitute the Board of Directors. Additional Directors may be appointed by
the Board of Directors. The Director's term shall be for one year, and
Directors may be re-elected for successive annual terms.
B) DUTIES: The Board of Directors shall be responsible for the control and
management of the affairs, property and interest of the
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<PAGE> 3
Corporation and may exercise all powers of the Corporation, except as are in
the Articles of Incorporation or by statute expressly conferred upon or
reserved to the stockholders.
C) MEETINGS: Regular meetings of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
the annual meeting of the stockholders, or at such other time and place as the
Board of Directors shall by resolution establish. Notice of any regular
meeting shall not be required, unless the Board of Directors shall change the
time and place of the regular meeting at which change was made. Special
meetings may be called by the President or by one of the Directors at such
time and place specified in the notice or waiver of notice thereof. The notice
of the special meeting shall be mailed to each Director at least five (5) days
before the meeting day, or if the notice is delivered the day before the
meeting. Special meetings may be called without notice, provided a written
waiver of notice is executed by a majority of the Board of Directors.
D) CHAIRMAN: At all meetings of the Board of Directors, the Chairman shall
preside. If there is no Chairman one shall be chosen by the Directors.
E) QUORUM: A majority of the Board of Directors shall constitute a quorum.
F) VACANCIES: Any vacancy in the Board of Directors, unless the vacancy was
caused by a stockholder removal of a Director, shall be filled for the
unexpired term by a majority vote of the remaining Directors, though less than
a quorum, at any regular or special
-3-
<PAGE> 4
meeting of the Board of Directors called for that purpose.
G) A RESOLUTION in writing signed by a majority of the Board of Directors,
shall constitute action by the Board, with the same force and effect as though
such resolution had been passed at a duly convened meeting. The Secretary
shall record each resolution in the minute book.
H) COMMITTEES may be appointed by a majority of the Board of Directors from
its number, by resolution, with such powers and authority to manage the
business as granted by the resolution.
I) SALARIES of the Corporate Officers shall be determined by the Board of
Directors.
ARTICLE III - OFFICERS
A) TITLE: This Corporation shall have a president, secretary, treasurer, and
such other officers as may be necessary. Any two or more offices may be held
by the same person. The officers shall be appointed by the Board of Directors
at the regular meeting of the Board.
B) DUTIES: THE PRESIDENT SHALL:
1) Be the chief executive officer of the Corporation.
2) Preside at all meetings of the Directors and Stockholders.
3) Sign or countersign all certificates, contracts and other
instruments of the Corporation as authorized by the Board of
Directors and shall perform all such other incidental
duties.
THE SECRETARY SHALL:
1) Have charge of the corporate books, and be responsible to
make the necessary reports to the stockholders and the
Board of Directors.
-4-
<PAGE> 5
2) Prepare and disseminate notices, waivers, consents, proxies
and other material necessary for all meetings.
3) File the sixty (60) day list of officers, directors, name
of the resident agent and the filing fee to the Secretary
of State.
4) File the designation of resident agent in the office of
the County Clerk in which the principal office of the
Corporation in Nevada is located.
5) File the annual list of officers, directors and
designation of resident agent along with the filing fee.
6) Be the custodian of the certified articles of
incorporation, by-laws and amendments thereto.
7) Supply to the Resident Agent or Principal Corporate Nevada
Office the name of the custodian of the stock ledger or
duplicate stock ledger, along with the complete Post Office
address of the custodian, where such stock ledger or duplicate
stock ledger is kept.
THE TREASURER SHALL:
1) Have the custody of all monies and securities and shall
keep regular books of account.
2) Perform all duties incidental to his office as directed
of him by the Board of Directors and the President.
ARTICLE IV - STOCK
A) CERTIFICATES representing shares of the Corporation's stock shall be in such
form as shall be adopted by the Board of Directors, numbered and registered in
the order issued. The certificates shall bear the following: the holder's name,
the number of shares of stock, the signature either of the Chairman of the Board
of Directors or the President, and either the Secretary or Treasurer.
-5-
<PAGE> 6
B) NO CERTIFICATE shall be issued until the full amount of consideration has
been paid, except as otherwise provided by law.
C) EACH SHARE of stock shall entitle the holder to one vote.
ARTICLE V - DIVIDENDS
DIVIDENDS may be declared and paid out of any funds available therefor, as
often, in such amounts as the Board of Directors may determine, except as
limited by law.
ARTICLE VI - FISCAL YEAR
THE FISCAL YEAR of the Corporation shall be determined by the Board of
Directors.
ARTICLE VII - INDEMNIFICATION
PURSUANT TO N.R.S. 78.751, any person who is a Director, Officer, Employee, or
Agent of this Corporation, who becomes a party to an action is entitled to
indemnification against expenses including attorney fees, judgments, fines and
amounts paid in settlement, if he acted in good faith and he reasoned his
conduct or action to be in the best interest of the Corporation.
ARTICLE VIII - AMENDMENTS
A) STOCKHOLDERS shall have the authority to amend or repeal all the bylaws of
the Corporation and enact new bylaws, by affirmative vote of the majority of
the outstanding shares of stock entitled to vote.
B) THE BOARD OF DIRECTORS shall have the authority to amend, repeal, or adopt
new bylaws of the Corporation, but shall not alter or repeal any bylaws
adopted by the stockholders of the Corporation.
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<PAGE> 1
EXHIBIT 5.1
March 10, 1997
Noram Gaming and Entertainment, Inc.
Three Canton Square
Toledo, Ohio 43624
Attention: George Zilba, President
Re: Registration Statement on Form S-8
for the Noram Gaming and Entertainment, Inc
Stock Incentive Plan
Dear Mr. Zilba:
We have acted as counsel to Noram Gaming and Entertainment, Inc.
(the "Company") in connection with the preparation and filing of its
Registration Statement on Form S-8 with the Securities and Exchange Commission
for the registration of 1,000,000 shares of the common stock of the Company,
par value $0.001 per share (the "Shares") issuable to eligible employees,
directors and consultants of the Company under the terms of the Company's
Stock Incentive Plan (the "Plan").
In connection with the following opinion, we have examined and have
relied upon such documents, records, certificates, statements and instruments
as we have deemed necessary and appropriate to render the opinion herein set
forth.
Based upon the foregoing, it is our opinion that the Shares will,
when issued pursuant to stock awards granted under the Plan, be legally and
validly issued, fully paid and nonassessable.
The undersigned hereby consents to the filing this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
SHUMAKER, LOOP & KENDRICK
<PAGE> 1
EXHIBIT 24.2
SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
-------------------------------------------------------------
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Noram Gaming and Entertainment, Inc. on Form S-8 of our report dated May 11,
1996 appearing in the Annual Report of Form 10-K of Noram Gaming and
Entertainment, Inc., for the year ended December 31, 1995.
Smith & Company
By: /s/ Roger B. Kennard
-----------------------------
Rober B. Kennard, Partner
March 10, 1997
