Registration No. 333-55254-37
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 the Issuer as specified in its charter)
Nevada 84-0485316
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Three Canton Square
Toledo, Ohio 43624
419-255-1515
----------------------------------------------------------
(Address and Telephone number of principal executive office)
Agreement between Noram Gaming and Entertainment, Inc.,
Creative Gaming Consultants, Inc. and other Consultants.
(Full title of Plan)
--------------------------------------
George 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 of Process)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [ X ]
<TABLE>
<CAPTION>
Calculation of the Registration Fee
Title of Amount of Proposed Proposed Amount of
Securities Securities Maximum Maximum Registration
to be offered To be registered Offering Price Aggregate Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 1,650,000 $.50(1) $525,000.00(1) $250.00
.001 Par Value Shares
Total
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The documents containing the information concerning the Agreement
between the Company, Noram Gaming and Entertainment, Inc. Consulting and
Services Agreement with Creative Gaming Consultants, Inc. dated November , 1996
(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 1 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 "Registrant" or "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 registrant's latest 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 description of the common stock .001 par value , (the Common
Stock") of the Company as contained in Exhibits to the Company 's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, file no. 33-55254-37.
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 and 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 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 a 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 so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
- ------- --------------------------
Not applicable. See Item 3 (f) above.
<PAGE>
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 ByLaws
respecting Officer, Director and agent indemnification. Incorporated by
reference are the Company 's By-Laws as adopted by the Company and currently
part of the Exhibits file under Issuer's Registration statement. Indemnification
of such officers, directors and agents is provided in ArticleVII of the By-Laws
on page 5 thereof and incorporates sections 6.1 through 6.10.
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 forgoing 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 the Act and will be governed by the final adjudication of
such issue.
Item 7. Exemption from Registration Claimed.
- ------- ------------------------------------
Not applicable.
Item 8. Exhibits.
- ------- ---------
(Asterisk (*) indicates exhibits incorporated by reference herein.)
Exhibit
No. Description
--- -----------
3.1* Articles of Incorporation of the Company of the Company s 10-K Annual
Report for the fiscal year ended December 31, 1995, filed with the
Commission, file no. 33-55254-37.
3.2* By-Laws of the Company as incorporated by reference in Form 10-K Annual
Report for the fiscal year ended December 31, 1995 filed with the
Commission, file no. 33-55254-37.
5 Opinion of Counsel as to the qualification of this Registration.
10 Copy of the Agreement with Creative Gaming.
24.1 Consent of Attorney to include opinion and consent.
24.2 Consent of Company Accountant to include their consent.
Item 9. Undertakings.
- ------- -------------
1. The Registrant 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) 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, represent a fundamental change in the formation
set forth in the registration statement;
<PAGE>
(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 bonafide 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 registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant'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.
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 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 14th day of January 1997.
NORAM GAMING AND ENTERTAINMENT, INC.
by:/S/ George Zilba
-------------------------------------------
George Zilba, President
by: /S/ John O. Zilba
-------------------------------------------
John O. Zilba , Secretary
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
A MAJORITY OF THE BOARD OF DIRECTORS
Dated: January 14, 1997 By: /S/ George Zilba, Director
---------------- ------------------------------------
Dated: January 14, 1997 By: /S/ John O. Zilba, Director
---------------- -----------------------------------
Dated: January 14, 1997 By: /S/ Frank Bryan, Director
---------------- -----------------------------------
Thomas F. Pierson, Esq.
1620 Pennsylvania
Denver, Colorado 80203
Ph:303-830-7772 Fax: 303-830-7891
January 15, 1997
Mr. George Zilba, President
Board of Directors,
Noram Gaming and Entertainment, Inc.
Three Canton Square
Toledo, Ohio 43624
Re: Opinion as to Securities included in Registration Statement on Form S-8 of
Noram Gaming and Entertainment, Inc.
Gentlemen:
In connection with the above-mentioned Registration Statement on Form S-8,
I am of the opinion that, when issued as contemplated by the Board of Directors,
pursuant to the agreements, the shares of Common Stock included in the
Registration Statement will be duly authorized and validly issued, fully paid
and non-assessable.
Please contact the undersigned if you need additional information.
Sincerely,
/S/ Thomas F. Pierson
- -----------------------
Thomas F. Pierson, Esq.
AGREEMENT FOR CONSULTATION
ON GAMING PROPERTIES AND MANAGEMENT
WHEREAS, Noram Gaming and Entertainment, Inc. a Nevada corporation
(hereinafter "Noram") is in the business of acquiring and developing existing
commercial gaming and bingo properties and subsequently operating the
aforementioned properties under Noram management; and
WHEREAS, Creative Gaming Consultants, Inc., a Delaware corporation
(hereinafter "Creative"), which may also be referred to herein as "Company" is
in the business of providing consulting services, assist in the funding of
business opportunities and liquidity for viable public companies, specializing
in the area of gaming and gaming locations; and
WHEREAS, the Parties desire to enter into an agreement in which Creative
will jointly work with Noram to present to Noram gaming locations and
opportunities within or without of North America.
NOW THEREFORE, In consideration of the mutual covenants, agreements and
understandings of the parties hereto, intending to be bound hereby, the parties
agree as follows:
1. Right to Acquire: Creative agrees to offer to Noram or, upon prior
written consent of Noram, their duly designated assignee, the first right to
acquire any opportunities/properties which Creative may have options to acquire
and/or which Noram obtains by either a contract to purchase or a lease, for the
term of this Agreement and any extensions hereto;
2. Decision. The first right of acquisition shall be available, for each
project, to Noram for a period of thirty (30) at which time Noram shall, in
writing, make the decision to acquire or not to acquire. Noram, shall provide
Creative with return, risk, timing, transaction size and other necessary
criteria which it deems appropriate for target acquisitions. During the process
of finalizing the contracts for sale and/or leases, Creative shall be given
periodic updates and Noram shall solicit the comments of Creative on the
progress of the plan to date. Should Noram note a situation or problem which
would make the transaction unacceptable it would be required to promptly give
Creative notice of its objections. If Noram or Creative cannot successfully,
using their best efforts, remedy the problem in a manner which is acceptable to
both Noram and Creative, except as provided for herein, then Noram shall be
released from any further obligations under this Agreement with respect to that
particular opportunity.
<PAGE>
3. Acquisition. If the decision is made to acquire the property, Noram
shall enter into an Agreement, the form and substance of which shall be defined
by Noram management. This Agreement shall provide for the exclusive management
by Noram, terms of acquisition, operating guidelines, covenants not to compete,
rights to convey to a third party by Noram and the terms between the parties for
each property acquired;
4. Project Requirements. Creative shall present those properties to Noram
which meet the minimum criteria established by Noram. In each case presented for
acquisition, Creative shall present the following minimum information:
a. Summary Business plan for the project;
b. Summary Demographic information on the site and in the geographic area
of interest;
c. Outline Financial models developed for both the particular site;
d. No information which may be of material importance in analyzing the
project shall be intentionally omitted.
e. Creative makes no warranties with respect to any financial models or
projections except their good faith estimate of future probabilities.
No representation shall be construed to Creative where such
information is provided by third parties not controlled by Creative;
f. If Noram deems the information inadequate to make a decision, Noram
may request, at its expense, further information from Creative in
order to make a decision as reasoanble billed by Creative.
5. Noram Obligations. Noram shall allow Creative access to all project
details; to review all operations regarding Creative provided projects; to
report on an annual basis all financial operations for the prior year at the end
of each fiscal year. Noram represents that it is a fully reporting public
company pursuant to Section 12(g), that it is current in all such reports and
will continue to remain a fully reporting Company during the term of this
Agreement. Noram shall notify Creative immediately of any administrative action
taken, threatened or pending against Noram during the term of this Agreement in
order to permit Creative to properly perform its obligations hereunder.
<PAGE>
6. Noram shall also allow Creative the first right to participate in
acquisitions or other gaming purchases/projects.
7. Project Compensation:
a. Upon execution of this Agreement Noram shall deliver or cause to be
delivered to Creative 100,000 shares of Noram common capital stock. The stock
shall be issued pursuant to regulation S-8 or otherwise be unrestricted as to
resale. Noram shall continue to pay to Creative, on a monthly basis, 100,000
shares of additional Noram common shares, without restriction as to resale, at
Noram's expense, for a period of one year.
b. Upon signing of a letter of intent by Noram with any Creative
introduced party, Noram shall further compensate Creative by issuance of 100,000
additional Noram unrestricted shares; upon execution of a final agreement
between Noram and such party introduced by Creative, Noram shall be obligated to
issue 400,000 additional Noram shares to Creative or, if such compensation is
not allowable pursuant to Rule S-8, Noram shall extend Creative's consulting
agreement for an additional one year period, which extension shall be
non-cancellable.
c. In the event of any regulatory refusal to allow payment of shares
to Creative as provided for herein, Creative may participate, directly or
indirectly, with Noram, up to 50%, in any project with Noram, including taking a
portion of the value of the transaction in lieu of Noram shares otherwise
payable in proportion to the value of the acquisition or opportunity.
d. Upon the merger of Noram with any Creative introduced company or
entity, Noram shall pay Creative 700,000 shares of Noram unrestricted common
stock.
e. Noram shall not disseminate any information provided by Creative
without Creative's prior written consent and further, without a signed
non-disclosure, non-compensation agreement being signed by such party.
8. Term. This Agreement shall be for an initial period of one year and
shall automatically be extended for successive one year periods unless
terminated as provided herein.
9. Termination. This Agreement is automatically terminated upon the
occurance of any of the following:
a. The insolvency or the filing of a petition in bankruptcy by either
party;
<PAGE>
b. A material breach of this Agreement by either party;
c. Upon thirty day written notice by one party to the other, provided
all payments and compensation are paid in full and further provided that any
introduction by Creative shall remain compensable as provided for herein and
shall not otherwise be affected by a termination of this Agreement.
10. Requirements upon termination.
Upon termination of this Agreement, Noram shall have ninety (90) days to deliver
to Creative all forms, records, statements, files, reports and other data and
information, including electronic data processing files, prepared and collected
by Creative, in connection with the performance of its obligations under this
Agreement, save and excluding such records which relate to opportunities
acquired and/or completed by Noram as provided for herein. Noram shall continue
to apprise Creative, in writing, of all contact with Creative introduced clients
and/or opportunities for a period of two years after termination hereof.
11. Other provisions.
a. Noram acknowledges and agrees that in addition to the reports which
it is required to deliver to Company pursuant to this Section, Creative shall
have the right to make reasonable requests for additional reports from time to
time.
b. Not later than Forty eight (48) hours prior to the execution of
this Agreement, Noram shall provide Creative with Noram's most current balance
sheet and income statement for the last fiscal year and for the most recent
interim period for which the figures are compiled.
c. Agreement not to compete. Noram agrees not to compete with Creative
in any markets which are first introduced to Noram by Creative; that Noram shall
not circumvent, directly or indirectly, any contact, business opportunity or
source, of Creative introduced by Creative during the term of this Agreement and
for a period of two years thereafter. The parties agree that this agreement and
covenant is reasonable in scope and duration and shall be enforceable by
injunction in any jurisdiction in which it may be applicable.
12. Indemnification.
Noram and Creative shall indemnify each other and hold one another harmless from
and against any and all losses, expenses, costs, causes of action and/or
damages, including attorneys' fees, resulting or arising from the acts and/or
omissions of Noram or Creative, whichever is responsible, its contractors, third
parties under its control or direction and its agents.
<PAGE>
13. Maintenance of Company.
During the term of this Agreement, Noram shall maintain a the status of the
COmpany as a public company in good standing in the U.S. Upon execution of this
Agreement, Noram shall provide written evidence to Company satisfactory to
Company that Noram is in compliance with this Section 14.
14. General Provisions.
14.01. Entire Agreement. This Agreement constitutes the entire agreement of
Company and Noram with respect to the subject matter addressed herein. Neither
Company nor Noram shall be bound by any promise, understanding or representation
relating to the subject matter addressed herein unless made in writing and
signed by Company and Noram.
14.02. Non-Assignable. This Agreement or any right or interest hereunder is
not transferable or assignable by any party without the prior written consent of
the other parties; provided, however, that Company is permitted to designate
funding sources to provide all or any of the funds required hereunder to a third
party or parties.
14.03. Invalidity. In the event that any term or provision of this
Agreement is held to be invalid or in conflict with any law or regulation, the
validity of the remaining provisions of this Agreement shall not be affected.
14.04. Non-Waiver. The failure of Company to enforce or insist upon strict
compliance with any provision of this Agreement shall not constitute a waiver of
the right to enforce or insist upon strict compliance with any such provision in
the future.
<PAGE>
14.05. Notice. All reports and notices pertaining to this Agreement shall
be given in writing and personally delivered or sent by first_class mail, return
receipt requested, postage prepaid, or sent by telecopy or overnight courier, to
the party for whom such report and notice are intended to the address set forth
below, unless prior written notice is received that notices should be sent to
and alternative address:
If to Creative: Creative Gaming Consultatnts, Inc.
932 Burk St.
Winston-Salem, North Carolina 27101
Attention:Dan Starczewski
President
With a copy to: Thomas Pierson, Esq.
1620 Pennsylvania St.
Denver, Co. 80203
If to Noram: Three Canton Square
Toledo, Ohio 43624
Attention:George Zilba,
President
A report and notice shall be deemed to have been received (i) upon delivery if
given by personal delivery, (ii) on the third day after deposit in first class,
registered or certified mail, postage prepaid, or (iii) the next business day if
given by telecopy or overnight courier.
14.06. Reservation of rights. Where the Company has reserved rights under
this Agreement or where Company's consent is required, Company shall have the
right to exercise such right or to withhold such approval or consent at its sole
discretion.
14.07 Governing law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada without giving effect to the
conflicts of laws principles.
14.08. Gender. Wherever used herein, the singular shall include the plural
and the plural shall include the singular, the masculine shall include the
feminine and neuter and vice-versa.
14.09 Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute original documents when the
counterpart signature of the party to this Agreement is executed.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Creative Gaming Consultants, Inc.
By: /s/ Dan Starzweski
---------------------------------------
Dan Starzweski, President
Noram Gaming & Entertainment, Inc.
By: /s/ George Zilba
--------------------------------------
George Zilba, President
Thomas F. Pierson, Esq.
1620 Pennsylvania
Denver, Colorado 80203
Ph:303-830-7772 Fax: 303-830-7891
January 15, 1997
Mr. George Zilba, President
Board of Directors,
Noram Gaming and Entertainment, Inc.
Three Canton Square
Toledo, Ohio 43624
Re: Consent to use of opinion in Registration Statement on Form S-8 of Noram
Gaming and Entertainment, Inc.
Gentlemen:
In connection with the above-mentioned Registration Statement on Form S-8,
I consent to the use of my name in the Registration Statement and the Prospectus
as the attorney who has passed upon certain legal matters in connection with the
offering of the securities offered thereby.
Please contact the undersigned if you need additional information.
Sincerely,
/S/ Thomas F. Pierson
- -----------------------
Thomas F. Pierson, Esq.
<PAGE>
Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Members of: Crandall Building Suite 700
American Institute of 10 West 100 South
Certified Public Accountants Salt Lake City, Utah 84101
Utah Association of Telephone: (801) 575-8297
Certified Public Accountants Facsimile: (801) 575-8306
INDEPENDANT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Noram Gaming and Entertainment, Inc. Of our report date 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, and to use our report dated May 11, 1996
appearing as an exhibit which is part of this Registration Statement.
Smith & Company
By: /S/ William R. Denney
--------------------------
William R. Denney, Partner
January 15, 1997
