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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998
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
CASINO DATA SYSTEMS
(Exact name of registrant as specified in its charter)
Nevada 88-0261839
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
3300 Birtcher Drive
Las Vegas, Nevada 89118
(Address of principal executive offices)
1993 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
Bruce W. Benson, Esq.
Casino Data Systems
3300 Birtcher Drive
Las Vegas, Nevada 89118
(702) 269-5000
(Name, address and telephone number of agent for service)
Copies to:
Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Norwest Center
Minneapolis, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE(1) FEE
---------- ---------- --------- -------- ------------
<S> <C> <C> <C> <C>
common stock,
no par value 750,000 $1.75 $1,312,500 $364.88
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act based upon a $1.75 per share
average of high and low sales prices of the Registrant's common stock on the
Nasdaq National Market on October 26, 1998.
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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:
(1) the contents of Registration Statement on Form S-8 No. 33-62108,
filed on May 3, 1993;
(2) the contents of Registration Statement on Form S-8 No. 33-84236,
filed on September 22, 1994;
(3) the contents of Registration Statement on Form S-8 No. 33-97386,
filed on September 28, 1995;
(4) The description of the Company's common stock contained in the
Company's registration statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act and all amendments thereto and reports filed for the purpose of
updating such description.
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.
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 Las Vegas, State of Nevada, on October 28, 1998.
CASINO DATA SYSTEMS
By: /s/ Howard W. Yenke
----------------------------
Howard W. Yenke
Its: Chief Executive Officer
(Principal Executive Officer)
By: /s/Lee Lemas
----------------------------
Lee Lemas
Its: Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 28th day of October, 1998 by
the following persons in the capacities indicated:
Signature Title
- --------------------------- -----------------------------
/s/ Steven A. Weiss Chairman of the Board and
- --------------------------- Director
Steven A. Weiss
/s/ Howard W. Yenke Chief Executive Officer and
- --------------------------- Director
Howard W. Yenke
/s/ Diana L. Bennett President, Chief Operating Officer and
- --------------------------- Director
Diana L. Bennett
II-2
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/s/ Phil E. Bryan Director
- ------------------------------
Phil E. Bryan
/s/ Thomas E. Gardner Director
- ------------------------------
Thomas E. Gardner
II-3
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EXHIBIT 5
October 28, 1998
Casino Data Systems
3300 Bircher Drive
Las Vegas, Nevada 89118
RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")
Gentlemen:
We have acted as counsel for Casino Data Systems (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of 750,000 shares of the Company's common stock, no par
value (the "Common Stock") issuable under the Company's 1993 Stock Option and
Compensation Plan (the "Plan") and, subject to adjustment as provided therein,
under the Registration Statement on Form S-8 proposed to be filed with the
Securities and Exchange Commission.
We have made such legal and factual examinations and inquiries,
including an examination of originals, or copies certified or otherwise
identified to our satisfaction as being true reproductions of originals, of all
such corporate records of the Company, agreements and other instruments,
certificates of public officials and officers and representatives of the
Company, and such other documents as have deemed necessary as a basis for the
opinions hereafter expressed.
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document
and agreement to which such party is a signatory, and such party's obligations
set forth therein are its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document or agreement is legally competent to do so, and (iii)
all corporate records made available to us by the Company and all public records
reviewed are accurate and complete.
Based upon the foregoing and having regard to legal considerations that
we deem relevant, we are of the opinion that, when the shares of Common Stock
have been registered under the Securities Act, and when the Company has received
the consideration to be received for said shares in accordance with the
provisions of the Plan and said shares of Common Stock have been issued by the
Company as provided under the Plan, said shares of Common Stock will be duly
authorized, validly issued, fully paid, and nonassessable.
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We are qualified to practice law in the State of Minnesota. The
opinions set forth herein are expressly limited to the laws of the State of
Minnesota and we do not purport to be experts on, or express any opinion herein
concerning any laws other than the laws of the State of Minnesota. We express no
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, or any orders, consents, or other authorizations or
approvals as may be required by, any federal law, including any federal
securities law, or any state securities or blue sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm therein.
Very truly yours,
/s/ Maslon Edelman Borman & Brand, LLP
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EXHIBIT 23(1)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Casino Data Systems
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Las Vegas, Nevada
October 28, 1998
