<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MIKOHN GAMING CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 88-0218876
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
</TABLE>
1045 PALMS AIRPORT DRIVE
LAS VEGAS, NV 89193-8686
(702) 896-3890
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
CHARLES H. MCCREA, JR.
MIKOHN GAMING CORPORATION
1045 Palms Airport Drive
Las Vegas, NV 89193-8686
(702) 896-3890
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
H. Wayne Taylor
Mitchell Silberberg & Knupp LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE 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, 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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $0.10 PER
SHARE (3)................. 989,273 $7.32 $7,241,478.36 $1,911.75
</TABLE>
(1) The number of shares of common stock to be issued upon exercise of
outstanding options and warrants was calculated based on the number
presently provided for. In addition to the shares set forth in the table,
the amount to be registered includes an indeterminate number of shares
issuable upon such exercise as a result of the antidilution provisions
thereof.
(2) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices of Mikohn's common
stock on the Nasdaq National Market on August 14, 2000 in accordance with
Rule 457(c) under the Securities Act of 1933.
(3) Common Stock includes associated rights (the "Rights") to purchase shares of
the Company's Series A Junior Participating Preferred Stock, par value $.10
per share. Until the occurrence of certain prescribed events, none of which
has occurred, the Rights are not exercisable, are evidenced by the
certificates representing the Common Stock, and will be transferred along
with and only with the Common Stock.
--------------------------
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>
SUBJECT TO COMPLETION DATED AUGUST 21, 2000.
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS
989,273 SHARES
MIKOHN GAMING CORPORATION
COMMON STOCK
------------------
This prospectus relates to the public offering, which is not being
underwritten, of 989,273 shares of our common stock by the shareholder and
holders of options and warrants listed below. The prices at which these holders
may sell their shares will be determined by the prevailing market price for the
shares at the time of sale or in negotiated transactions. We will not receive
any of the proceeds from the sale of these shares. All references in this
prospectus to our common stock include the associated rights to purchase in
certain circumstances shares of our Series A Junior Participating Preferred
Stock, par value $.10 per share.
Our common stock is quoted on the Nasdaq National Market under the symbol
"MIKN." On August 14, 2000 the average of the high and low prices for our common
stock was $7.32 per share.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 2 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
The date of this prospectus is , 2000.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
ANY INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED IN
JURISDICTIONS WHERE IT IS LEGAL TO SELL OUR COMMON STOCK. THE INFORMATION IN
THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT, REGARDLESS OF
THE TIME OF ITS DELIVERY OR OF ANY SALE OF OUR COMMON STOCK. IN THIS PROSPECTUS,
"MIKOHN," "COMPANY," "WE," "US," AND "OUR" REFER TO MIKOHN GAMING CORPORATION
AND ITS CONSOLIDATED SUBSIDIARIES.
RISK FACTORS
You should read about the following risks before you decide to purchase
shares of our common stock. The trading price of our common stock could decline
due to any of these risks, and you could lose all or part of your investment.
RISKS RELATING TO US
WE ARE HIGHLY LEVERAGED; INABILITY TO SERVICE OUR DEBT COULD HARM OUR
OPERATIONS.
We are highly leveraged. As of March 31, 2000, we had $87.2 million of debt
and $51.7 million of stockholders' equity. We may incur additional debt from
time to time to finance acquisitions and capital expenditures, to provide
working capital or for other purposes.
The amount of our debt is important because:
- a significant portion of our cash flow from operations must be dedicated
to debt service and will not be available for other purposes;
- our future ability to borrow may be limited;
- our relatively high debt could limit our flexibility in reacting to
changes in the gaming industry, limit our ability to withstand competitive
pressures or take advantage of business opportunities and make us more
vulnerable to adverse economic conditions; and
- we may be more highly leveraged than competitors, which could place us at
a competitive disadvantage.
Inability to service our debt or obtain additional financing as needed would
have a material adverse effect on us and the valuation of the Shares.
Our ability to meet our debt service obligations and reduce total debt are
dependent upon future performance, which will be subject to general economic,
regulatory, business and other factors beyond our control. There is no guarantee
that our cash flow and resources will be sufficient to pay our debt in the
future. While we believe that cash flow from operations will be adequate, a
significant decrease in operating cash flows resulting from general economic
conditions, competition or other uncertainties beyond our control likely would
increase our need for other sources of liquidity.
RISKS OF OUR BUSINESS
OUR GAMING PRODUCTS' SUCCESS DEPENDS UPON MANY FACTORS WHICH ARE BEYOND OUR
CONTROL.
We place our gaming products in casinos under various arrangements, which
often include leases that typically run for a three year term. Most table game
agreements are subject to cancellation by the operator on 30-days notice with no
significant penalty, making it easy to replace these gaming products in response
to competitive pressure, changes in economic conditions, obsolescence or
declining popularity. We strive to maintain and expand the number of installed
gaming products by enhancing existing products, introducing new products and
other features, and providing superior customer service, but there is no
guarantee that we will succeed.
2
<PAGE>
We currently are developing new gaming products. This involves significant
risks, including:
- whether we can obtain all required regulatory approvals;
- the economic terms on which casinos will accept these products, if at all,
and their popularity with gaming patrons; and
- whether these products can maintain their popularity over the long term.
If we are not successful in introducing new products, our business may
suffer.
Our relatively new practice of creating recurring revenue from gaming
products by placing them in casinos under license, lease and structured
participation arrangements involves a departure from the traditional casino
practice of purchasing and owning their own gaming equipment. We may have
difficulties developing the market for our gaming products if casinos resist
arrangements that generate recurring revenues for gaming product suppliers.
Also, competition is very intense in the market for products that produce
recurring revenues.
ALTHOUGH INTELLECTUAL PROPERTY RIGHTS ARE IMPORTANT TO OUR BUSINESS, WE MAY NOT
BE ABLE TO OBTAIN THEM, AND WE MAY INCUR SIGNIFICANT EXPENSES AND LOSSES IN
CONNECTION WITH THEM.
We file trademark and patent applications to protect intellectual property
rights in many of our trademarks, gaming products and improvements to these
products. The U.S. Patent and Trademark Office has not acted upon all of these
applications. There is no guarantee that pending patent or trademark
applications will be granted. Also, our intellectual property rights may be
infringed by others from time to time, or third parties may allege that we have
infringed their intellectual property rights, resulting in significant
litigation expenses and material adverse effects upon our business. It is
possible that our competitors will produce gaming products similar to ours
without violating any of our legal rights. Nevertheless, we intend to
aggressively promote our trademarks to build goodwill, and to develop
improvements to our products that may be subject to legal protection. There is
no guarantee that we will succeed in these efforts, or that any such
improvements will qualify for legal protection or produce a competitive
advantage for us.
SALES TO NON-TRADITIONAL GAMING MARKETS DEPEND UPON FACTORS BEYOND OUR CONTROL.
Continued growth of markets for our products outside of developed gaming
jurisdictions such as Nevada, Mississippi and Atlantic City is contingent upon
the public's acceptance of gaming and on obtaining new regulatory approvals. We
cannot predict which new jurisdictions or markets, if any, will approve our
gaming products, the timing of any approvals or our success in any new markets
which do open.
OUR SIGNAGE BUSINESS DEPENDS, IN PART, ON NEW CASINO CONSTRUCTION AND RENOVATION
WHICH MIGHT NOT OCCUR.
A significant portion of our signage business is dependent upon the
construction of new casinos and the renovation of existing ones. These projects
are affected by numerous matters beyond our control, including:
- general economic conditions;
- local conditions in key gaming markets;
- the growth and number of legalized gaming jurisdictions;
- changes or proposed changes in the tax laws;
- legal and regulatory issues affecting the development, operation and
licensing of casinos;
3
<PAGE>
- the availability and cost of capital to construct, expand or renovate new
and existing casinos;
- competitive conditions in the gaming industry and in specific gaming
markets; and
- the relative popularity of entertainment alternatives to casino gaming
that compete for the leisure dollar.
These factors significantly impact the demand for casino signage and could
materially affect revenues from our interior signage business and the operating
margins we realize on these sales.
WE SELL OUR PRODUCTS IN HIGHLY COMPETITIVE MARKETS.
The markets for our products are highly competitive. We compete with a
number of developers, manufacturers and distributors of similar products. Our
future performance may be affected by numerous factors beyond our control, such
as:
- the relative popularity of our existing products and our ability to
develop and introduce appealing new products;
- our ability to maintain existing regulatory approvals and to obtain
further approvals as needed; and
- our ability to protect existing intellectual property rights and to
adequately secure and protect rights for new products.
OUR FOREIGN OPERATIONS INVOLVE RISKS BEYOND OUR CONTROL.
Our business in foreign markets subjects us to various risks. These include
fluctuations in foreign currency exchange rates and controls, expropriation,
nationalization and economic, tax and regulatory policies of local governments
as well as the laws and policies of the federal government affecting foreign
trade and investment.
OUR SUCCESS DEPENDS SIGNIFICANTLY ON KEY PERSONNEL.
Our success is significantly dependent upon the continued services of a
relatively small group of managerial and technical personnel. The loss of such
personnel, or inability to attract or retain key employees in the future, could
have an adverse effect on our business.
GAMING AUTHORITIES REGULATE US STRICTLY, INCLUDING LIMITING OWNERSHIP OF OUR
SECURITIES.
Manufacture and distribution of gaming products and conduct of gaming
operations are regulated extensively by various domestic and foreign gaming
authorities. Although the laws of different jurisdictions vary in their
technical requirements and are amended from time to time, virtually all
jurisdictions where we operate require licenses, permits and other approvals, as
well as documentation of qualifications, including evidence of integrity of the
officers, directors, major stockholders and key personnel. Along with our key
personnel, we have obtained or applied for all authorization necessary in the
jurisdictions in which we currently do business. Although we never have been
rejected or had an authorization revoked, there is no guarantee that such
authorizations will be granted or renewed in the future or that we will obtain
all authorization necessary to operate in emerging markets.
At their discretion, gaming authorities may require a holder of our
securities to file an application and be found suitable to own such securities,
which may involve a substantial investigation of the holder. Absent unusual
circumstances, and assuming passive investment intent, gaming authorities impose
such application requirements only on persons who own more than specified
percentages of voting securities. That percentage typically is 10% to 15% of any
class of voting securities. The applicant generally must pay all costs of the
investigation. If a gaming authority determines that a
4
<PAGE>
holder of a licensed gaming company's securities is unsuitable to either own
such securities or have any other relationship with the company, the company can
be sanctioned. This may include the loss if its licenses, if without the prior
approval of the gaming authorities it recognizes any voting right by the
unsuitable person or pays the unsuitable person any remuneration, dividend,
interest or other distribution.
NEW OR INCREASED GAMING TAXES MAY BE IMPOSED FROM TIME TO TIME.
Casinos and other gaming operators typically are subject to significant
gaming taxes and fees in addition to corporate income taxes, and such taxes and
fees are subject to increase at any time. Moreover, when we place gaming
machines and table games at casinos under lease, license and structured
participation arrangements, we realize recurring revenue based upon a percentage
of the net revenues that these games produce. Any material increase in gaming
taxes or fees has a corresponding effect on our revenues, results of operations
and financial condition.
From time to time, certain legislators have sought to impose a federal tax
on gross gaming revenues. We are not aware that any specific proposal for such a
federal tax is now pending; however, no assurance can be given that such a tax
will not be imposed in the future.
THE COMPANY
The address of our headquarters office is P. O. Box 98686, Las Vegas, Nevada
89193-8686 and our telephone number is (702) 896-3890.
5
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the SEC located in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference room. Our SEC filings are also available to the public
from commercial document retrieval services and from the SEC's web site at
http://www.sec.gov.
We have filed a registration statement to register with the SEC the shares
of common stock offered by this prospectus (the "Shares"). This prospectus is
part of that registration statement. As allowed by SEC rules, this prospectus
does not contain all of the information you can find in the registration
statement and its exhibits. The SEC allows us to "incorporate by reference" into
this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information filed with the SEC will update and supersede
this information. Statements in this prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance we
refer you to the full text of such contract or document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by this reference. We incorporate by reference the documents listed below.
(1) Our Annual Report on Form 10-K for the year ended December 31, 1999;
(2) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
(3) Our Current Report on Form 8-K filed on June 16, 2000;
(4) The description of our common stock contained in our registration
statement on Form 8-A filed on November 2, 1993, and any amendment or
report filed for the purpose of updating such description;
(5) The description of our rights to acquire preferred stock contained in
our registration statement on Form 8-A filed on August 2, 2000, including
any amendment or report filed for the purpose of updating such
description; and
(6) All documents filed by us with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and before the termination of this offering.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Mikohn Gaming Corporation
Attn: Corporate Secretary
P. O. Box 98686
Las Vegas, NV 89193-8686
(702) 896-3890
6
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements subject to the "safe
harbor" legislation appearing at Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements expressing expectations regarding our future and projections relating
to products, sales, revenues and earnings are typical of such statements.
All forward-looking statements, although made in good faith, are subject to
the uncertainties inherent in predicting the future. Factors such as
competition, customer dissatisfaction, failure to gain new product acceptance,
our high leverage and accompanying debt service obligations, onerous taxation
and other adverse government action, unusual risks attending foreign
transactions and general deterioration in economic conditions may cause results
to differ materially from any that are projected.
Forward-looking statements speak only as of the date they are made. Readers
are warned that we undertake no obligation to update or revise such statements
to reflect new circumstances or unanticipated events as they occur, and are
urged to review and consider disclosures made by us that discuss factors germane
to our business. See particularly the risks appearing under "Risk Factors" or
elsewhere in this prospectus and our reports on Forms 10-K, 10-Q and 8-K filed
from time to time with the Securities and Exchange Commission.
USE OF PROCEEDS
All of the shares of common stock covered by this prospectus will be sold by
our shareholders. We will not receive any proceeds from the sale of these
shares.
SELLING SHAREHOLDERS
We are registering a total of 989,273 Shares on behalf of certain holders of
shares of our common stock and of options and warrants to acquire shares of our
common stock. The selling shareholders named below or pledgees, donees,
transferees or other successors-in-interest selling Shares received from a named
selling shareholder as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus (collectively, the
"Selling Shareholders") may sell the Shares from time to time.
The following table sets forth information, as of August 21, 2000 with
respect to the Selling Shareholders and the respective numbers of shares
beneficially owned by each Selling Shareholder that may be offered pursuant to
this Prospectus. This information has been obtained from the Selling
Shareholders. None of the Selling Shareholders has, or within the past three
years has had, any position, office or other material relationship with us or
any of our predecessors or affiliates, except as noted below. Because the
Selling Shareholders may offer all, some portion or none of their shares
pursuant to this Prospectus, we can give no estimate as to the number of shares
that will be held upon termination of any such sales. The Selling Shareholders
are making no representation that any shares covered by this prospectus will be
offered for sale, and they reserve the right to accept or reject, in whole or in
part, any proposed sale of shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
NAME OF SELLING SHAREHOLDER BENEFICIALLY OWNED REGISTERED FOR SALE
--------------------------- ------------------ -------------------
<S> <C> <C>
Nevada Video, Inc. d/b/a P & M Coin......................... 20,940(1) 20,940
Dale Frey................................................... 50,000(2) 50,000
Hasbro, Inc. and Hasbro International, Inc.................. 375,000(3) 750,000
-------
Harrah's Operating Company, Inc............................. 133,333 133,333
Ripley Entertainment, Inc................................... 0 35,000(4)
</TABLE>
7
<PAGE>
(1) Includes 20,940 shares issuable within 60 days of the date of this
prospectus upon exercise of two options to purchase an aggregate of 20,940
shares.
(2) Includes 50,000 shares issuable within 60 days of the date of this
prospectus upon exercise of an option to purchase an aggregate of 50,000
shares.
(3) Includes 375,000 shares issuable within 60 days of the date of this
prospectus upon exercise of warrants to purchase an aggregate of 750,000
shares.
(4) Includes 35,000 shares issuable no earlier than August 1, 2001 upon exercise
of warrants to purchase an aggregate of 35,000 shares.
All of the Selling Shareholders have or had agreements with us regarding
licensing intellectual property to us which we use to develop and manufacture
machine and table games for sale and lease to casinos. The Selling Shareholders
have acquired or will acquire the Shares that they may decide to sell and that
are covered by this prospectus through these various agreements, in partial
payment for the licensed intellectual property. No officer, director or key
employee of Mikohn or any of our predecessors has or, within the past three
years, had any material relationship with any of these Selling Shareholders
apart from our corporate relationship with them.
Information concerning the Selling Shareholders may change from time to time
and any such changed information will be set forth in supplements to this
prospectus if and when necessary. In addition, the number of shares issuable on
exercise of options and warrants is subject to adjustment in certain
circumstances. Accordingly, the aggregate number of shares issuable upon
exercise thereof may increase or decrease. This prospectus covers any additional
shares that may become issuable under any such circumstances, as well as any
additional shares that become issuable in connection with the shares being
registered by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of our outstanding shares of common stock.
8
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The sales may be made
on one or more exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Selling Shareholders may or may
not effect such transactions by selling Shares to or through broker-dealers.
Shares may be sold by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will attempt to sell
Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such exchange,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers,
- through the writing of options, and
- privately negotiated transactions.
In addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 or another applicable exemption under the Securities Act
may be sold under Rule 144 or such exemption rather than pursuant to this
prospectus.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the Selling Shareholders may arrange for other
broker-dealers to participate in the resales.
The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the Shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders also may sell shares short and deliver the Shares to close
out such short positions. The Selling Shareholders may enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the Shares. The broker-dealer may then resell or otherwise
transfer such Shares pursuant to this prospectus. The Selling Shareholders also
may loan the shares to a broker-dealer or pledge the Shares. The broker-dealer
may sell the Shares so loaned, or upon a default the lender may sell the pledged
Shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the Shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and may be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, the Selling Shareholders will be subject to
the prospectus delivery requirements of the Securities Act. The Selling
Shareholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities. There is no underwriter or coordinating broker
acting in connection with the proposed sale of shares by Selling Shareholders.
9
<PAGE>
The Shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the Shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Securities Exchange Act of
1934, as amended, any person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to our common
stock for a period of two business days prior to the commencement of such
distribution. In addition, each Selling Shareholder will be subject to
applicable provisions of the Exchange Act and the associated rules and
regulations under the Exchange Act, including Regulation M, which provisions may
limit the timing of purchases and sales of shares of our common stock by the
Selling Shareholders. We will make copies of this prospectus available to the
Selling Shareholders, and we have informed them of the need for delivery of
copies of this prospectus to purchasers at or prior to the time of any sale of
the shares.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
- the name of each such Selling Shareholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and
- other facts material to the transaction.
In addition, upon being notified by a Selling Shareholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.
We will bear all costs, expenses, and fees in connection with the
registration of the Shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable, to the sales of the Shares. We will
indemnify Hasbro, Inc., Hasbro International, Inc., Harrah's Operating
Company, Inc., and Ripley's Entertainment, Inc. against certain civil
liabilities, including certain liabilities under the Securities Act.
Hasbro, Inc., Hasbro International, Inc., Harrah's Operating Company, Inc., and
Ripley's Entertainment, Inc. will indemnify us against certain civil
liabilities, including certain liabilities under the Securities Act. Also, the
Selling Shareholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
10
<PAGE>
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered
hereby will be passed upon for us by Charles H. McCrea, Sr., Las Vegas, Nevada.
Mr. McCrea, Sr., is an attorney retained by Mikohn to handle certain corporate
legal matters. He is the father of the company's executive vice president and
general counsel, Charles H. McCrea, Jr. In 1997 the board of directors granted
him a ten year, non qualified stock option to purchase 3,000 shares of common
stock at an exercise price of $5.6875 per share, exercisable 20% per year,
cumulatively, commencing 10/29/98. He owns no shares of the company's common
stock and has not exercised any of these options.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual report on Form 10-K for the year ended
December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
11
<PAGE>
989,273 SHARES
MIKOHN GAMING CORPORATION
------------------------
COMMON STOCK
PROSPECTUS
, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Risk Factors................................................ 2
The Company................................................. 5
Where You Can Find More Information......................... 6
Special Note Regarding Forward-Looking Statements........... 7
Use of Proceeds............................................. 7
Selling Shareholders........................................ 7
Plan of Distribution........................................ 9
Legal Matters............................................... 11
Experts..................................................... 11
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses relating to the registration of common shares will be borne by
us. All amounts except SEC fees are estimates.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee........................................ $ 1,912
Accounting fees and expenses................................ 11,000
Legal fees and expenses..................................... 20,000
Printing expenses........................................... 6,500
Miscellaneous............................................... 5,000
-------
Total....................................................... $44,412
</TABLE>
The Selling Shareholders will pay any sales commissions or underwriting
discounts and fees and expenses of their counsel incurred in connection with the
sale of shares registered hereunder.
ITEM 15 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 successful 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 indemnification shall
II-1
<PAGE>
continue as to directors, officers, employees or agents who have ceased to hold
such positions, and to their heirs, executors and administrators.
Section 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 78.751.
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of its officers and directors, substantially identical in scope
to that permitted under Section 78.751 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
director and officers to the fullest extent permitted by applicable provisions
of Nevada law, subject to amounts paid by insurance.
Each of the Registrant's stock option plans requires the Registrant to
indemnify its directors against liabilities which may be incurred in connection
with the administration of the stock option plans, other than liabilities that
result from the negligence, bad faith, willful misconduct or criminal acts of
such directors.
ITEM 16 EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (No. 33-69076).
4.2 Certificate of Designation, Preferences, and Rights of Series A Junior
Participating Preferred Stock of the Registrant, incorporated by
reference to Exhibit A of Exhibit 3 to the Company's Registration
Statement on Form 8-A filed August 2, 2000.
4.3 Amended and Restated Bylaws of the Registrant, incorporated by reference
to Exhibit 3.2 to Amendment No. 1 to the Company's Registration Statement
on Form S-1 (No. 33-69076).
4.4 Rights Agreement dated June 14, 1999 between the Registrant and U.S.
Stock Transfer Corporation, incorporated by reference to Exhibit 3 to the
Registration Statement on Form 8-A filed by the Registrant on August 2,
2000
5.1 Opinion of Charles H. McCrea, Sr., Esq.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Charles H. McCrea, Sr., Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
ITEM 17 UNDERTAKINGS.
A. Undertaking for Rule 415 Offerings
II-2
<PAGE>
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 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; and
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 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, 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. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference
The undersigned 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 Section 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.
C. Undertaking in Respect of Indemnification
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 provisions described in Item 15, 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
Securities Act of 1933 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
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-3 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 the 21 day of August,
2000.
<TABLE>
<S> <C> <C>
Mikohn Gaming Corporation
By: /s/ DAVID J. THOMPSON
-----------------------------------------
David J. Thompson
President and Chief Executive Officer
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Thompson and Charles H. McCrea, Jr., and
each of them, as their true and lawful attorneys-in-fact and agents, each with
power to act alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective 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, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause or to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Chairman of the Board,
/s/ DAVID J. THOMPSON President, Chief Executive
-------------------------------------- Officer and Director August 21, 2000
David J. Thompson (Principal Executive Officer)
/s/ DENNIS A. GARCIA Executive Vice President--
-------------------------------------- Proprietary Games and August 21, 2000
Dennis A. Garcia Director
Executive Vice President and
/s/ DON W. STEVENS Treasurer (Principal
-------------------------------------- Financial and Accounting August 21, 2000
Don W. Stevens Officer)
/s/ BRUCE E. PETERSON
-------------------------------------- Director August 21, 2000
Bruce E. Peterson
/s/ TERRANCE W. OLIVER
-------------------------------------- Director August 21, 2000
Terrance W. Oliver
/s/ JOHN K. CAMPBELL
-------------------------------------- Director August 21, 2000
John K. Campbell
/s/ JAMES E. MEYER
-------------------------------------- Director August 21, 2000
James E. Meyer
/s/ DOUGLAS M. TODOROFF
-------------------------------------- Director August 21, 2000
Douglas M. Todoroff
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
--------------------- ----------- -------------
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to
Amendment No. 1 to the Registrant's Registration Statement
on Form S-1 (No. 33-69076)).
4.2 Certificate of Designation, Preferences, and Rights of
Series A Junior Participating Preferred Stock of the
Registrant, incorporated by reference to Exhibit A of
Exhibit 3 to the Company's Registration Statement on Form
8-A filed August 2, 2000.
4.3 Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.2 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (No.
33-69076)).
4.4 Rights Agreement dated June 14, 1999 between the Registrant
and U.S. Stock Transfer Corporation (incorporated by
reference to Exhibit 3 to the Registration Statement on Form
8-A filed by the Registrant on August 2, 2000).
5.1 Opinion of Charles H. McCrea, Sr., Esq.
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Charles H. McCrea, Sr., Esq. (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
