<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997
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 Registrant 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:
DOUGLAS T. HOLOD, ESQ.
MASLON EDELMAN BORMAN & BRAND,
A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
TITLE PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 additional $4.875 $1,218,750 $420.26
($.01 par value shares
per share)
================================================================================================================
</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 October
9, 1997.
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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. 333-06669,
filed on June 24, 1996.
(b) The contents of the Registrant's Form 10-K for the fiscal year ended
December 31, 1996 and the amendment thereto on Form 10-K/A filed June 4, 1997.
(c) The contents of the Registrant's Form 10-Q for the first quarter ended
March 31, 1997 and the Registrant's Form 10-Q for the second quarter ended June
30, 1997.
(d) The contents of the Registration Statement on Form S-3 No. 333-25481,
initially filed on June 7, 1997.
All documents subsequently filed by the Registrant 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 6. Indemnification of Directors and Officers.
The Registrant is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any
person made or threatened to be made a party to any proceeding by reason of the
former or present official capacity of such person against judgments, penalties,
fines, including, without limitation, excise taxes assessed against such person
with respect to an employee benefit plan, settlements, and reasonable expenses,
including attorney's fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
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Item 8. Exhibits.
5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership
23(1). Consent of Arthur Andersen LLP
23(2). Consent of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership (contained in Exhibit 5).
24. Power of Attorney (included on Page 5).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or 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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) 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
bona fide offering thereof.
(3) 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.
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The undersigned 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement 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 bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing 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 the payment by the
registrant of expenses 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 in the Act and
will be governed by the final adjudication of such issue.
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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 Reno, State of Nevada, on October 10, 1997.
INNOVATIVE GAMING CORPORATION OF AMERICA
Registrant
By s/ Edward G. Stevenson
--------------------------------------
Edward G. Stevenson
President (Chief Executive Officer)
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POWER OF ATTORNEY
We, the undersigned officers and directors of Innovative Gaming
Corporation of America, hereby severally constitute Scott H. Shackelton, 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 October 10, 1997
Edward G. Stevenson and Director (principal executive
officer)
s/ Lyle Berman Director October 10, 1997
- ----------------------
Lyle Berman
s/ Paul A. Bible Director October 10, 1997
- ----------------------
Paul A. Bible
Director October 10, 1997
- ----------------------
Ronald R. Zideck
s/ Scott H. Shackelton Chief Financial Officer October 10, 1997
- ---------------------- (principal accounting officer)
Scott H. Shackelton
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EXHIBITS
Exhibit Number Description of Exhibit Page No.
- -------------- ---------------------- --------
5. Opinion of Maslon Edelman Borman & Brand, a
Professional Limited Liability Partnership 7
23A. Consent of Arthur Andersen LLP 8
23B. Consent of Maslon Edelman Borman & Brand, a
Professional Limited Liability Partnership
(contained in Exhibit 5). 7
24. Power of Attorney (included on Page 5). 5
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EXHIBIT 5
October 13, 1997
Innovative Gaming Corporation of America
4750 Turbo Circle
Reno, Nevada 89502
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 250,000 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 1,350,000. 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, LLP
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EXHIBIT 23(1)
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 February 14,
1997 included in the Company's 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
October 13, 1997
