<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 28, 1997
REGISTRATION NO. 333-25481
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 4 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INNOVATIVE GAMING CORPORATION OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MINNESOTA 41-1713864
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
4750 TURBO CIRCLE
RENO, NEVADA 89502
(702) 823-3000
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
-----------------------
EDWARD G. STEVENSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INNOVATIVE GAMING CORPORATION OF AMERICA
4750 TURBO CIRCLE
RENO, NEVADA 89502
(702) 823-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPIES TO:
DOUGLAS T. HOLOD, ESQ.
MASLON EDELMAN BORMAN & BRAND,
A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
3300 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402-4140
(612) 672-8200
APPROXIMATE DATE OF THE COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 4 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Reno, State of Nevada, on July 25, 1997.
INNOVATIVE GAMING CORPORATION OF AMERICA
Registrant
By: /S/ Edward G. Stevenson
-----------------------------
Name: Edward G. Stevenson
Title: President and Chief Executive
Officer
II-3
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 4 to this Registration Statement has been signed below on the
25th day of July, 1997 by the following persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
President, Chief Executive Officer
/S/ Edward G. Stevenson and Director
------------------------ (principal executive officer)
Edward G Stevenson
* Director
-----------------------
Lyle Berman
* Director
----------------------
Paul A. Bible
/S/ Scott H. Schackelton Chief Financial Officer
------------------------ (principal accounting officer)
Scott H. Schackelton
</TABLE>
* By /s/ Scott H. Schackelton
------------------------
Scott H. Schackelton
Attorney-In-fact
II-4
<PAGE> 4
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT PAGE
23(1) Consent of Arthur Andersen LLP.
II-5
<PAGE> 1
EX-23.1
AUDITORS CONSENT
EXHIBIT 23(1)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Amendment No. 4 to this registration
statement of our report dated February 14, 1997 included in the Innovative
Gaming Corporation of America Annual Report on Form 10-K/A for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
July 25, 1997