AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INNOVATIVE GAMING CORPORATION OF AMERICA
(Exact name of Small Business Issuer as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-1713864
(IRS Employer Identification No.)
4750 TURBO CIRCLE
RENO, NEVADA 89502
(Address of principal executive offices)
1992 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
EDWARD G. STEVENSON
INNOVATIVE GAMING CORPORATION OF AMERICA
4750 TURBO CIRCLE
RENO, NEVADA 89502
(702) 823-3000
(Name, address and telephone number of agent for service)
Copies to:
WILLIAM M. MOWER, ESQ.
DOUGLAS T. HOLOD, ESQ.
MASLON EDELMAN BORMAN & BRAND,
A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock ($.01 445,000 $8.75 $3,893,750.00 $1,342.67
par value per share) additional shares
</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock on the NASDAQ National Market System on June 20,
1996.
(2) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the option exercise price for
such shares.
Exhibit Index at Page 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The contents of Registration Statement on Form S-8 No. 33-73764,
filed on January 3, 1994.
(b) The contents of the Registrant's Form 10-K for the fiscal year
ended December 31, 1995.
(c) The contents of the Registrant's Form 10-Q for the first quarter
ended March 31, 1996.
(c) The contents of the Registration Statement on Form S-3 No.
333-5523, filed on June 7, 1996.
All documents subsequently filed by the Small Business Issuer pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
Item 8. Exhibits.
5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership
23A. Consent of Arthur Andersen LLP
23B. Consent of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership (contained in Exhibit 5).
24. Power of Attorney (included on Page 3).
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 Minneapolis, State of Minnesota, on June 17, 1996.
INNOVATIVE GAMING CORPORATION OF AMERICA
Registrant
By s/ Edward G. Stevenson
Edward G. Stevenson
President (Chief Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Innovative Gaming
Corporation of America, hereby severally constitute Edward G. Stevenson, our
true and lawful attorney with full power to him, to sign for us and in our
names, in the capacities indicated below the registration statement filed
herewith and any amendments to said registration statement, and generally to do
all such things in our name and behalf in our capacities as officers and
directors to enable Innovative Gaming Corporation of America to comply with the
provisions of the Securities Act of 1933 as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
NAME TITLE DATE
s/ Edward G. Stevenson President, Chief Executive Officer June 17, 1996
Edward G. Stevenson Acting Chief Financial Officer and
Director (principal executive officer
and principal accounting officer)
s/ Lyle Berman Director June 17, 1996
Lyle Berman
s/ Stanley M. Taube Director June 17, 1996
Stanley M. Taube
EXHIBITS
Exhibit Description of Exhibit Page No.
Number
5. Opinion of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership 5
23A. Consent of Arthur Andersen LLP 6
23B. Consent of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership (contained in Exhibit 5). 5
24. Power of Attorney (included on Page 3). 3
Exhibit 5
June 19, 1996
Innovative Gaming Corporation of America
12700 Industrial Park Boulevard
Plymouth, Minnesota 55441
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted on behalf of Innovative Gaming Corporation of America
(the "Company") in connection with a Registration Statement on Form S-8 filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement"), relating to the increase of 445,000 shares of Common Stock, $.01
par value (the "Shares") to be issued by the Company pursuant to the terms of
the Company's 1992 Stock Option and Compensation Plan (the "Plan") bringing the
total number of shares authorized under the Plan to 1,100,000. Upon examination
of such corporate documents and records as we have deemed necessary or advisable
for the purposes hereof and including and in reliance upon certain certificates
by the Company, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Plan,
and when delivered against payment therefor in the manner contemplated by the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
Exhibit 23A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 13, 1996 incorporated by reference in the Company's Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 17, 1996
