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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1999
REGISTRATION NO. 333-
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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.)
4725 AIRCENTER CIRCLE
RENO, NEVADA 89502
(Address of principal executive offices)
1998 NON-EXECUTIVE STOCK OPTION PLAN
(Full title of Plan)
Scott Shackelton
Innovative Gaming Corporation of America
4725 Aircenter
Reno, Nevada 89502
(Name and address of agent for service)
(775) 823-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Douglas T. Holod, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Norwest Center
Minneapolis, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (1) Offering Price (1) Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01 350,000 $1.1875 $415,625.00 $122.64
par value per share) 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 NASDAQ on May 4, 1999.
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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 Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998; and
(b) The description of the Company's Common Stock included in its
Registration Statement on Form SB-2 (Registration No. 33-61492C) under the
caption "Description of Securities."
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 OFFICERS AND DIRECTORS.
The Company 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 and 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
4(a). Articles of Incorporation of the Company as Amended (incorporated
herein by reference as Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2 (File No. 33-61492C));
4(b). Bylaws of the Company (incorporated herein by reference as
Exhibit 3.2 to the Registrant's Registration Statement on Form
SB-2 (File No. 33-61492C);
5. Opinion of Maslon Edelman Borman & Brand, LLP;
23(a). Consent of Kafoury, Armstrong & Co.;
23(b). Consent of Arthur Andersen LLP;
23(c). Consent of Maslon Edelman Borman & Brand, LLP (contained in
Exhibit 5); and
24. Power of Attorney (contained on page II-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;
(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
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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.
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, as of May 3, 1999.
INNOVATIVE GAMING CORPORATION
OF AMERICA
By: /s/ Scott H. Shackelton
--------------------------
Scott H. Shackelton
Chief Financial Officer and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Innovative Gaming
Corporation of America hereby severally constitute Scott Shackelton and Edward
Stevenson and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, 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 as of the date indicated.
NAME TITLE DATED AS OF
/s/ Edward G. Stevenson President, Chief Executive May 3, 1999
- ---------------------------- Officer and Director
Edward G. Stevenson
/s/ Scott Shackelton Vice President - Finance,
- ---------------------------- and Chief Financial Officer May 3, 1999
Scott Shackelton (Principal Financial Officer)
Director May , 1999
- ---------------------------- -
Lyle Berman
/s/ Ronald R. Zideck Director May 3, 1999
- ----------------------------
Ronald R. Zideck
/s/ Ronald A. Johnson Director May 3, 1999
- ----------------------------
Ronald A. Johnson
Director May , 1999
- ---------------------------- -
Leo V. Seevers
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EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23(a). Consent of Kafoury, Armstrong & Co.
23(b). Consent of Arthur Anderson LLP.
23(c). Consent of Maslon Edelman Borman & Brand, LLP (contained in
Exhibit 5).
24. Power of Attorney (contained on page II-5).
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EXHIBIT 5
DOUGLAS T. HOLOD
(612)672-8313
[MASON EDELMAN BORMAN & BRAND LETTERHEAD]
May 3, 1999
Innovative Gaming Corporation of America
4750 Turbo Circle, Suite 60
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 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission relating to an aggregate of 350,000 shares of Common Stock, $.01 par
value, to be issued by the Company (the "Shares"), pursuant to the terms of the
Company's 1998 Non-Executive Stock Option Plan (the "Plan"). Upon examination
of such corporate documents and records as we have deemed necessary or
advisable for the purposes hereof, 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 thereof 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,
/s/ Maslon Edelman Borman & Brand, LLP
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EXHIBIT 23(a)
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 26, 1999 included in Innovative Gaming Corporation of America's Form
10-K for the fiscal year ended December 31, 1998 and to all references to our
firm included in this registration statement.
/s/ Kafoury, Armstrong & Co.
Reno, Nevada
May 4, 1999
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EXHIBIT 23(b)
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 12, 1998
covering the consolidated financial statements of Innovative Gaming Corporation
of America and Subsidiary as of December 31, 1997 and for the two years then
ended, included in Innovative Gaming Corporation of America's Form 10-K for the
fiscal year ended December 31, 1998 and to all references to our firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Las Vegas, Nevada
May 4, 1999
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