<PAGE>
As filed with the Securities and Exchange Commission
on July 1, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MIKOHN GAMING CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 88-0218876
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
1045 Palms Airport Dr, P. O. Box 98686, Las Vegas, NV 89193-8686
(Address of Principal Executive Office)
Mikohn Gaming Corporation Employees' Investment Plan
(Full title of the plan)
Charles H. McCrea, Jr., Esq.
1045 Palms Airport Dr, P. O. Box 98686, Las Vegas, NV 89193-8686
(Name and address of agent for service)
(702) 896-3890
(Telephone number including area code, of agent for service)
<TABLE>
<CAPTION>
====================================================================================
Title of Proposed Proposed
Securities Amount Maximum Offer- Maximum Aggre- Amount of
to be to be ing Price gate Offering Registration
Registered Registered per Share Price Fee
- ---------- ---------- --------------- --------------- ------------
<S> <C> <C> <C> <C>
Common 1,000,000
Stock, shares (1) $4.00 $4,000,000 $1,212.12
$.10 Par
Value
====================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low prices of
the Registrant's Common Stock as reported on the NASDAQ National Market
System on June 25, 1997
<PAGE>
MIKOHN GAMING CORPORATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Commission:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, including the portions of the Registrant's definitive proxy
statement for its 1997 Annual Meeting of Stockholders incorporated by reference
into such Annual Report;
(b) Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's registration Statement on Form 8-A which was filed with the
Commission pursuant to Section 12 of the Securities Exchange act of 1934, as
amended (the "Exchange Act") on November 2, 1993, and any amendment or report
filed with the Commission for the purpose of updating such description.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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. Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-2
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection 1 of Section 78.751 of the Nevada General Corporation Law
(the "Nevada Law") empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful.
Subsection 2 of Section 78.751 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth above,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which such action or suit was brought determines
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Section 78.751 further provides that to the extent a director or
officer of a corporation has been unsuccessful in the defense of any action,
suit or proceeding referred to in subsections (1) and (2) or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 78.751 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that indemnification, unless ordered by the court or for the
advancement of certain expenses, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and that the scope of
II-3
<PAGE>
indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators.
Sections 78.752 of the Nevada Law empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 78.151.
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification or its officers and directors, substantially identical in scope
to that permitted under Section 78.151 of the Nevada Law. The Bylaws provide
that the expenses of officers and directors incurred in defending any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
must be paid by the Registrant as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay all amounts so advanced if it
is ultimately determined by a court of competent jurisdiction that the officer
or director is not entitled to be indemnified by the Registrant.
The Registrant has entered into indemnification agreements with
certain of its directors and officers that require the Registrant to indemnify
such directors and officers to the fullest extent permitted by applicable
provisions of Nevada, subject to amounts paid by insurance.
Each of the Plans to which this Registration Statement refers requires
the Registrant to indemnify its directors against liabilities which may be
incurred in connection with the administration of the Plans, other than
liabilities that result from the negligence, bad faith, willful misconduct or
criminal acts of such directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
4.1 Mikohn Gaming Corporation Employees' Investment Plan.
4.2 Specimen Common Stock Certificate. Incorporated by reference to
Exhibit 4 to Amendment No. 3 to the Registration Statement on Form S-1
(No. 33-69076) filed by the Registrant under the Securities Act of
1933, as amended ("Securities Act").
II-4
<PAGE>
5.1 Opinion of Charles H. McCrea, Sr., Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Charles H. McCrea, Sr., Esq. (contained in Exhibit 5.1).
24.1 Power of Attorney (see page S-1). Not applicable.
Item 9. UNDERTAKINGS.
(a) 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; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement; (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1) (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
offering thereof.
II-5
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, at Las Vegas, Nevada, on the 9th day of June, 1997.
MIKOHN GAMING CORPORATION
By /s/ DAVID J. THOMPSON
-----------------------------------
David J. Thompson
Chairman of the Board and
Chief Executive Officer
Each of the persons whose signature appears below hereby appoints
David J. Thompson and Richard M. Irvine, or either of them, his attorney-in-fact
and agent to sign any and all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission; grants to each such
attorney-in-fact full power and authority to perform and do each requisite act
and thing pertaining thereto with the same force and effect as the undersigned
might perform and do in person; and ratifies and confirms all that each said
attorney-in-fact might lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ DAVID J. THOMPSON Chairman of the Board and June 9, 1997
- ------------------------ Chief Executive Officer
David J. Thompson
/s/ RICHARD M. IRVINE Director, President and June 9, 1997
- ------------------------ Chief Operating Officer
Richard M. Irvine
/s/ DENNIS A. GARCIA Director June 9, 1997
- ------------------------
Dennis A. Garcia
/s/ BRUCE E. PETERSON Director June 9, 1997
- ------------------------
Bruce E. Peterson
S-1
<PAGE>
/s/ TERRANCE W. OLIVER Director June 10, 1997
- ------------------------
Terrance W. Oliver
/s/ JOHN K. CAMPBELL Director June 9, 1997
- ------------------------
John K. Campbell
/s/ DOUGLAS M. TODOROFF Director June 9, 1997
- ------------------------
Douglas M. Todoroff
/s/ DONALD W. STEVENS Executive Vice President, June 9, 1997
- ------------------------ Treasurer and Chief
Donald W. Stevens Financial Officer
S-2
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered Page
4.1 Mikohn Gaming Corporation Employees'
Investment Plan....................................... 1
5.1 Opinion of Charles H. McCrea, Sr., Esq................ 7
23.1 Consent of Deloitte & Touche LLP...................... 9
23.2 Consent of Charles H. McCrea, Sr., Esq.
(contained in Exhibit 5.1)............................ N/A
<PAGE>
EXHIBIT 4.1
-----------
MIKOHN GAMING CORPORATION
-------------------------
EMPLOYEES' INVESTMENT PLAN
--------------------------
Effective July 1, 1997
----------------------
This is the EMPLOYEES' INVESTMENT PLAN ("Plan") adopted by the Board of
Directors ("Board") of Mikohn Gaming Corporation ("Company"). The Plan is
intended to encourage savings by Company employees and to provide an additional
benefit to Company employees in the form of a vehicle for regular investment in
the Company's $.10 par value Common Stock (the "Stock").
1. PARTICIPATION.
1.1 Eligibility. Participation in the Plan is wholly optional. An
--- -----------
eligible employee of the Company who elects to participate in the Plan is herein
referred to as a "Participant." Every employee of the Company is eligible to
become a Participant except (i) employees represented by a collective bargaining
unit with which the Company does not have an agreement providing for
participation in the Plan, and (ii) certain former Participants subject to
Section 5.3 hereof.
1.2 Conditions of Eligibility. An eligible employee who wishes to become
--- -------------------------
a Participant in the Plan must
1.2.1 Fill out and submit to the Human Resources Department, on a
-----
form it will supply, an application notifying the Company that he (or she;
personal pronouns are generic as used herein) wishes to become a Participant.
Participation will commence on the first day of the month that begins at least
15 days after the Human Resources Department receives the application (the
"Effective Date"). The Participant must specify the name or names (which must
include the Participant's name) in which the Stock is to be held by the Trust
identified below, must name a beneficiary, and supply such additional
information as the form requires, and
1.2.2 Have completed by the Effective Date at least three months of
-----
service as a full time employee of the Company.
2. CONTRIBUTIONS
- -- --------------
2.1 Participant Contributions. Contributions will be deducted from the
--- -------------------------
Participant's Compensation each month on a schedule agreed upon by the Company
and the Participant.
2.2 Compensation Defined. "Compensation," for the purposes of determining
--- --------------------
a Participant's allowable contribution,
1
<PAGE>
(i) means everything of value received by a Participant that the Company
is required to report under Internal Revenue Code ("Code") Sections 6041,
6051 and 6052 (as reflected in the wages, tips and other compensation box
on Form W-2),
(ii) includes wages as defined in Section 3401(a) and all other payments
to the Participant by the Company (in the course of the Company's trade or
business) for which the Company is required to furnish the Participant a
written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code,
(iii) must be determined without regard to any rules under Section 3401(a)
that limit the remuneration included in wages based on the nature or
location of the employment or services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code), and
(iv) excludes amounts paid or reimbursed by the Company for moving
expenses incurred by a Participant, but only to the extent that at the time
of the payment it is reasonable to believe that these amounts are
deductible by the Participant under Section 271 of the Code.
2.3 Amount of Participant Contributions. A Participant may contribute not
--- -----------------------------------
less than 1% nor more than 10% of his Compensation to the Plan.
2.4 Changes in Participant Contributions. A Participant may change or
--- ------------------------------------
suspend his contributions effective as of the first day of any month of which he
shall have given the Human Resources Department at least 15 days written notice
on its approved change form. A Participant may suspend his contribution at any
time by giving such notice, but may not otherwise change his contribution more
frequently than once every 120 days except in the event that he elects to
terminate his participation in the Plan.
2.5 Company Matching Contributions. A Participant's Compensation
--- ------------------------------
contributed to the Plan is eligible for matching contributions by the Company.
The amounts of Participant contributions which the Company will match are based
on length of service with the Company, as follows:
<TABLE>
<CAPTION>
Completed years of service Compensation eligible for matching
-------------------------- ----------------------------------
<S> <C>
Up to
Less than 1 year 2%
1 3%
2 4%
3 5%
4 or more years 6%
</TABLE>
An increase in the amount of Compensation eligible for matching
2
<PAGE>
becomes effective on the first date Company matching contributions are made that
follows an additional year of completed service.
2.6 Amount of Company Matching Contributions. The Company will match
--- ----------------------------------------
Participant contributions eligible for matching as shown in Section 2.5 to the
extent of $0.50 on each dollar contributed.
3. INVESTMENT OF CONTRIBUTIONS
3.1 All Contributions Invested in Stock; Market Price. All contributions,
--- -------------------------------------------------
whether made by the Participant or the Company, will be used to purchase Stock
at market price. "Market price" is the mean between the bid and asked prices of
the Stock on the business day immediately preceding the day on which the
purchase is made. The Company will purchase Stock directly from the Company
(either authorized but unissued shares or treasury stock), on the market, or
directly from persons who offer Stock to the Company, in the Company's
discretion. When purchases are made on the market, the Company will pay the
brokerage commission. Purchases of Stock with Participant and Company
contributions received in a given month will be made as soon as practicable
after the contributions are received but not before the first day of the
following month.
3.2 Allocation of Stock to Participants. Stock purchased from time to
--- -----------------------------------
time will be allocated to Participants' accounts according to their respective
contributions and company matching contributions. Accounts may reflect
fractional shares of Stock. However, upon withdrawal of Stock by Participants,
no fractional shares will be issued; cash will be paid in lieu of any fractional
share at the market price on the date of a Participant's termination or the date
the Company receives a Participant's notice of withdrawal.
4. TRUST TO HOLD TITLE TO STOCK PURCHASED PURSUANT TO PLAN
4.1 The Trust. The Company will establish a trust (the "Trust") with an
--- ---------
appropriate financial institution (the "Trustee") to hold title to all Stock
purchased pursuant to the Plan and to distribute the Stock as provided in the
Plan. The Trust is established only for custodial purposes and to avoid the
multiplicity of transactions and certificate issuances that otherwise would be
necessary were title to each Participant's Stock transferred to him each month
when Stock is purchased.
4.2 Statements of Participants Accounts. Approximately six weeks after
--- -----------------------------------
each calendar quarter, each Participant will receive a quarterly statement
showing the Stock (including any fractional share) held in his account by the
Trust.
4.3 Trust Will Vote Stock as Instructed by Participants. Participants
--- ---------------------------------------------------
will receive all stockholder communications. On matters requiring stockholder
action, the Trustee will send
3
<PAGE>
Participants proxy material and will vote the Stock held by it in accordance
with Participants' instructions, except that no fractional share will be voted.
5. TERMINATION OF PARTICIPATION IN PLAN AND WITHDRAWAL OF STOCK BY
PARTICIPANTS
5.1 Termination of Participation in Plan. Participation in the Plan
--- ------------------------------------
terminates automatically upon either a complete withdrawal of Stock by a
Participant or termination of a Participant's employment with the Company for
any reason.
5.2 Complete Withdrawal of Stock. Any Participant may withdraw all of his
--- ----------------------------
Stock (and thus terminate his participation in the Plan) at any time upon 15
days written notice to the Human Resources Department.
5.3 Resumption of Participation in Plan After Voluntary Termination. A
--- ---------------------------------------------------------------
Company employee who has terminated his participation in the Plan is ineligible
to again become a Participant until the later of
5.3.1 the first day of the month that begins at least
------
twelve months after the last day of the month in which such employee notified
the Company that he elected to completely withdraw his Stock from the Plan, or
5.3.2 the date he again becomes eligible after submitting to the
-----
Human Resources Department the application specified in paragraph 1.2.1 above.
5.4 Certain Participants' Right to Make Partial Withdrawals of Stock. A
--- ----------------------------------------------------------------
Participant for whom the Trust holds more than 150 shares of Stock may make
partial withdrawals of his Stock from time to time, subject to the following
conditions:
5.4.1 A Participant may not make a partial withdrawal that does not
-----
leave at least 100 shares of Stock in his Plan account. Any withdrawal that
would not leave at least 100 shares of Stock in a Participant's Plan account
must be a complete withdrawal.
5.4.2 A partial withdrawal may not exceed one-half of the Stock held
-----
by the Trust for the account of such Participant.
5.4.3 Partial withdrawals of Stock may not be made more often than
-----
every 120 days nor more than twice in any calendar year. Any withdrawal after
the second partial withdrawal in any calendar year must be a complete withdrawal
and will result in termination of participation in the Plan.
4
<PAGE>
5.4.4 Fractional shares of Stock (nor cash paid in lieu of any
-----
fractional share) are not subject to partial withdrawal.
5.5 Delivery of Certificates Representing Stock Withdrawn from Plan.
--- ---------------------------------------------------------------
Certificates representing Stock withdrawn from the Plan (together with a check
representing cash in lieu of any fractional share) will be delivered to the
person or persons entitled thereto as soon as practicable, but in no event later
than thirty days after termination of employment or receipt by the Human
Resources Department of written notice of withdrawal.
6. CERTAIN TAX CONSEQUENCES
6.1 Taxability of Participant Contributions under Plan. Under current
--- ---------------------------------------------------
law, the Plan is an "after tax" benefit plan. Accordingly, the total amount
contributed by each Participant remains part of his pay for the purpose of
calculating/withholding social security and federal income taxes.
6.2 Taxability of Company Matching Contributions. All Company matching
--- --------------------------------------------
contributions made under the Plan are taxable to Participants as ordinary
income, and the amount of any social security and federal income taxes on the
dollar value of all Company matching contributions to each Participant's Plan
account is subject to withholding from his pay. The result, all other things
being equal, is that a Participant will experience an increase in these taxes
(and in the amount withheld from his pay) equal to the additional federal income
tax and any social security tax he will owe on the dollar value of the Company
matching contribution to his Plan account.
6.3 Recognition of Gains and Losses on Stock. To any extent that the
--- ----------------------------------------
Stock of any Participant (irrespective of whether purchased by a Participant's
contribution or the Company matching contribution) may appreciate in value, no
federal income or capital gains tax will be payable on that appreciation until
the Participant withdraws Stock from the Plan and sells it, and then only as to
the Stock that is both withdrawn and sold. To any extent that the Stock might
depreciate in value, no loss may be realized and no deduction taken in respect
thereof until the Participant withdraws his Stock and sells it at a loss.
WARNING. THE FOREGOING IS NOT INTENDED TO BE A COMPREHENSIVE EXPLANATION
-------
OF ALL TAX CONSEQUENCES PARTICIPANTS IN THE PLAN MAY EXPERIENCE. MOREOVER, TAX
LAWS ARE SUBJECT TO CHANGE. THE TAX TREATMENT OF THE PLAN AND PARTICIPANTS'
CONTRIBUTIONS MAY CHANGE OVER TIME AND BECOME MORE OR LESS BURDENSOME. THE
COMPANY ASSUMES NO LIABILITY WITH REGARD TO ANY TAX CONSEQUENCES TO ANY
PARTICIPANT AT ANY TIME. PARTICIPANTS SHOULD CONSULT THEIR TAX ADVISERS
REGARDING ANY SPECIFIC QUESTIONS THEY MAY HAVE.
5
<PAGE>
POTENTIAL BENEFITS TO PARTICIPANTS IN PLAN
7.1 Value of Company Matching Contributions. With respect to
--- ---------------------------------------
contributions eligible for Company matching, the Participant enjoys an immediate
return of 50% on his contribution as of the date the Company matching
contribution is made.
7.2 Possible Appreciation in Value of Company Stock. To any extent that
--- -----------------------------------------------
the Stock appreciates in value, Participants benefit proportionately according
to the number of shares purchased for their accounts with both Participant and
Company matching contributions.
8. POTENTIAL RISKS TO PARTICIPANTS
8.1 POSSIBLE DECLINE IN VALUE OF STOCK. PARTICIPANTS ARE EXPOSED TO THE
--- ----------------------------------
RISK OF ANY DECLINE IN THE VALUE OF THE STOCK IN THEIR ACCOUNTS. BECAUSE OF
COMPANY MATCHING CONTRIBUTIONS, THIS RISK IS SOMEWHAT REDUCED BECAUSE THE
PARTICIPANT WILL NOT EXPERIENCE A LOSS, EITHER REAL OR IMPUTED, UNLESS AND UNTIL
THE VALUE OF ALL STOCK IN HIS ACCOUNT DECLINES BY AN AMOUNT IN EXCESS OF THE
AMOUNT OF THE COMPANY MATCHING CONTRIBUTION. HOWEVER, DECLINES OF THIS
MAGNITUDE DO OCCUR, AND THERE IS NO GUARANTEE OR ASSURANCE THAT ANY PARTICIPANT
WILL NOT SUFFER A LOSS BY PARTICIPATING IN THE PLAN.
9. REGISTRATION OF PLAN WITH SEC
9.1 Requirement to Register. The Company is required to register the Plan
--- -----------------------
with the Securities and Exchange Commission.
9.2 Stock Issued Pursuant to Plan is Unrestricted. Because the Plan will
--- ---------------------------------------------
be registered with the SEC, Stock withdrawn from the Plan will be unrestricted
and can be sold on the market without complying with any special conditions and
without Company approval.
10. AMENDMENT OR TERMINATION OF PLAN
The Company reserves the right to terminate the Plan at any time, and to
amend the Plan from time to time as its Board may deem appropriate; however,
neither the termination of the Plan nor any amendment thereof may deprive any
Participant of any Stock purchased for his account (or money contributed for
that purpose by the Participant or owing for that purpose by the Company) to and
including the date of termination.
6
<PAGE>
EXHIBIT 5.1
Charles H. McCrea, Sr.
2176 Pueblo Circle
Las Vegas, NV 89109
(702) 369-2728
June 26, 1997
Board of Directors
Mikohn Gaming Corporation
1045 Palms Airport Drive
Las Vegas, NV 89119
RE: Mikohn Gaming Corporation Employees' Investment Plan
Registration Statement on Form S-8
Gentlemen:
I have represented Mikohn Gaming Corporation, a Nevada corporation (the
"Company") as special counsel in connection with the proposed issuance and sale
by the Company of up to 1,000,000 shares (the "Shares") of the Company's $.10
par value common stock (the "Common Stock") allocated to the Mikohn Gaming
Corporation Employees' Investment Plan (the "Plan") pursuant to the purchase of
Shares from time to time by Company employees participating in the Plan.
The Shares are being registered by the Company pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), to be filed with the Securities and
Exchange Commission (the "Commission") on or before June 30, 1997.
As such counsel, I have considered such matters of law and examined
originals (or copies certified or otherwise identified to my satisfaction) of
such records, certificates, documents and other instruments as I deemed
appropriate under the circumstances.
I have relied upon the representations and certificates of corporate
officers with respect to the accuracy of certain matters of fact contained in
the Registration Statement.
On the basis of the foregoing, it is my opinion that the Shares, when
issued, sold and paid for pursuant to the provisions of the Plan, will
constitute legally issued, fully paid and non-assessable shares of Common Stock
of the Company.
Nothing herein is to be deemed an opinion as to the laws of any
jurisdiction other than the State of Nevada, and I do not claim to be an expert
under the securities laws of the United States or any other jurisdiction.
1
<PAGE>
This opinion is intended solely for the use of the addressee in connection
with the issuance of the Shares. It may not be relied upon by any other person
or for any purpose, or reproduced or filed publicly by any person without my
written consent. However, I hereby consent to the filing of this Opinion as an
exhibit to the Registration Statement. In giving this consent, I do not admit
that I am in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ CHARLES H. McCREA, SR.
Charles H. McCrea, Sr.
Nevada Bar No. 2430
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference related to the Employees'
Investment Plan in this Registration Statement of Mikohn Gaming Corporation on
Form S-8 of our report dated February 24, 1997, appearing in the Annual Report
on Form 10-K of Mikohn Gaming Corporation for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
June 30, 1997
