Registration No. 333-55254-37
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-8
Registration Statement
under
The Securities Act of 1933
NorAm Gaming and Entertainment, Inc.
(Exact name of Issuer as specified in its charter)
Nevada 84-0485316
(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
Three Canton Square
Toledo, Ohio 43624
415-2551515
(Address and Telephone number of principal executive office)
Agreement between NorAm Gaming and Entertainment, Inc.,
and James P. Gagel
(full title of Plan)
George Zilba, President
NorAm Gaming and Entertainment, Inc.
Three Canton Square Toledo, Ohio 43625
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
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
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
Common Shares
.001 Par Value
Total Shares 1,500,000 $.50(1) $525,000.00(1) $250.00
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The documents containing the information concerning the Agreement between
the Company, NorAm and Entertainment, Inc., Consulting and Services Agreement
with James P. Gagel dated October, 1998, (the "Plan") required by item 1 of Form
S-8 under the Securities Exchange Act, as amended (the "Exchange Act"), and the
statement of availability of the information, employee benefit plan, annual
reports and other information required by Item 2 of Form S-8 will be sent or
given to participants specified in Rule 428. In accordance with Rule 428 and the
requirements of Form S-8 such documents are not being filed with the Securities
and Exchange Commission (The "Commission") either as a 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 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, 1997.
b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 30, 1998.
c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1998.
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,
1997, 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
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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.
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. Incorporated by
reference are the Company's By-Laws as adopted by the Company and currently part
of the Exhibits filed under Issuer's Registration statement. Indemnification of
such officers, directors and agents is provided in Article VII of the By-Laws on
page 5 therefore 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
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is against public policy as expressed by the Act and will be governed by the
final adjudication of such issue.
Item 7. Exemption form 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, 1997 filed with the
Commission, file no 33-55254-37.
3.1* By-Laws of the Company as incorporated by reference in Form 10-K Annual
Report for the fiscal year ended December 31, 1997 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 James P. Gagel.
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
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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 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 purpose 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 bonafide 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 15th day of October 1998.
NORAM GAMING AND ENTERTAINMENT, INC.
by: /S/ George Zilba
George Zilba, President
by: /S/ John O. Zilba
John O. Zilba, Secretary
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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
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Dated: October 15, 1998 By: /S/ George Zilba, Director
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Dated: October 15, 1998 By: /S/ John O. Zilba, Director
-----------------------
Dated: October 15, 1998 By: /S/ Frank Bryan, Director
James P. Gagel
ATTORNEY AT LAW
THE INVESTMENT BUILDING
1511 K STREET, N.W.
SUITE 705
WASHINGTON, D.C. 20005
E-mail: [email protected]
MEMBER OF THE TEL (202)628-1143
D.C., N.Y., & N.J. BARS FAX (202) 347-9191
October 12, 1998
Mr. George Zilba President
Board of Director,
NorAm Gaming and Entertainment, Inc.
Three Canto Square
Colorado, 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 on Form S-8, I am of the
opinion that, when issued as contemporary 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/James P. Gagel, Esq.
James P. Gagel, Esq.
SMITH & COMPANY
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: 10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUE OF SALT LAKE CITY, UTAH 84101
CERTIFIED PUBLIC ACCOUNTANTS TELEPHONE: (801) 575-8297
UTAH ASSOCIATION OF FACSIMILE: (801) 575-8306
CERTIFIED PUBLIC ACCOUNTANTS E-MAIL: [email protected]
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INDEPENDENT AUDITORS' 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 22,
1998 appearing in the Annual Report of Form 10-KSB of Noram Gaming and
Entertainment, Inc. for the year ended December 31, 1997.
Smith & Company
By: /s/ William R. Denney
--------------------------
William R. Denney, Partner
November 6, 1998
