<PAGE> 1
As filed with the Securities and Exchange Commission on December ___, 1998
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1158484
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
BOX S
BLACK HAWK, COLORADO 80422
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(Address of principal executive offices) (Zip code)
1994 EMPLOYEES STOCK OPTION PLAN
1996 INCENTIVE STOCK OPTION PLAN
--------------------------------
(Full title of plans)
STEPHEN R. ROARK, PRESIDENT
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
BOX S
BLACK HAWK, COLORADO 80422
---------------------------------------------
(Name and address of agent for service)
(303) 582-1117
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(Telephone number, including area code, of agent for service)
COPIES TO:
SAMUEL E. WING, ESQ.
JONES & KELLER, P.C.
1625 BROADWAY, SUITE 1600
DENVER, COLORADO 80202
TELEPHONE: (303) 573-1600
FACSIMILE: (303) 893-6506
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Each Class of Securities Registered(1)(3) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
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Common Stock 30,000 $8.38(2) $251,400 $70
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Totals 30,000 -- $251,400 $70
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</TABLE>
(1) Shares underlying options granted on November 17, 1998 to 19 employees under
the 1996 Incentive Stock Option Plan.
(2) The option exercise prices are $8.38 per share.
(3) Any additional shares of Common Stock to be issued as a result of stock
dividends, stock splits, or similar transactions shall be covered by this
Registration Statement as provided in Rule 416.
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GENERAL INSTRUCTION E
This Registration Statement hereby incorporates by reference the
information in the Registrant's initial filing on Form S-8, SEC File No.
333-58537 as filed on July 6, 1998. This Registration Statement includes options
on securities of the same class as were registered in that filing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion and Consent of Jones & Keller, P.C. as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Jones & Keller, P.C. (see Exhibit No. 5).
</TABLE>
II-1
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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 Golden, State of Colorado, on this 16th day of
December, 1998.
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By:/s/ Stephen R. Roark
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Stephen R. Roark, President
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers or
directors of the Registrant, by virtue of their signatures to this Registration
Statement appearing below, hereby constitute and appoint Jeffrey P. Jacobs or
Stephen R. Roark, attorneys-in-fact in their names, place, and stead to execute
any and all amendments to this Registration Statement in the capacities set
forth opposite their names and hereby ratify all that said attorneys-in-fact may
do by virtue hereof.
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 dates indicated.
Signature Title Date
--------- ----- ----
By:/s/ Jeffrey P. Jacobs Chairman of the Board and December 16, 1998
-------------------------- Chief Executive Officer
Jeffrey P. Jacobs
By:/s/ Stephen R. Roark President and Chief Financial December 16, 1998
-------------------------- and Accounting Officer and a
Stephen R. Roark Director
By:/s/ Frank B. Day Director December 16, 1998
--------------------------
Frank B. Day
By:/s/ J. Patrick McDuff Director December 16, 1998
--------------------------
J. Patrick McDuff
By:/s/ Robert H. Hughes Director December 16, 1998
--------------------------
Robert H. Hughes
By:/s/ Martin S. Winick Director December 16, 1998
--------------------------
Martin S. Winick
By:/s/ Timothy Knudsen Director December 16, 1998
--------------------------
Timothy Knudsen
II-2
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INDEX TO EXHIBITS
5 Opinion and Consent of Jones & Keller, P.C. as to the legality of
the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Jones & Keller, P.C. (see Exhibit No. 5).
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JONES & KELLER, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(303) 573-1600
EXHIBIT 5
December 16, 1998
Black Hawk Gaming & Development Company, Inc.
Box S
240 Main Street
Black Hawk, Colorado 80422
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Black Hawk Gaming &
Development Company, Inc. (the "Corporation"), relating to the offer and sale of
up to 30,000 shares of the Common Stock of the Corporation (the "Common Stock")
under the 1996 Incentive Stock Option Plan approved by the Corporation's Board
of Directors and by the Corporation's shareholders (the "Plan"). In connection
with your request, we have made such examinations of the corporate records and
proceedings of the Corporation and considered such questions of law and taken
such further action as we deemed necessary or appropriate to enable us to render
this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
described in the Registration Statement, as the same may be amended, and when
the Corporation has complied with the Securities Act of 1933, as amended, and
with the securities laws of the State of Colorado and all other jurisdictions in
which Common Stock is to be sold pursuant to the exercise of stock options
granted under the Plan, the Common Stock will be legally issued, fully paid and
non assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
JONES & KELLER, P.C.
/s/ Jones & Keller, P.C.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Black Hawk Gaming & Development Company, Inc. on Form S-8 of our
report dated March 2, 1998 appearing in the Annual Report on Form 10-K of Black
Hawk Gaming & Development Company, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Denver, Colorado
December 16, 1998
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EXHIBIT 23.2
CONSENT OF COUNSEL
Our consent appears in Exhibit 5 to this Registration Statement and is
incorporated herein by reference.
