<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1996.
Registration No. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ANCHOR GAMING
(Exact name of registrant as specified in its charter)
NEVADA 88-0304253
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 PILOT ROAD, SUITE G
LAS VEGAS, NEVADA 89119
(702) 896-7568
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
_______________
Salvatore T. DiMascio
Executive Vice President and Glen J. Hettinger
Chief Financial Officer Hughes & Luce, L.L.P.
815 Pilot Road, Suite G 1717 Main Street, Suite 2800
Las Vegas, Nevada 89119 Dallas, Texas 75201
(702) 896-7568 (214) 939-5723
(Name, address, and telephone number,
including area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following line. _____
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 line. __X__.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 109,150 $44.188(2) $4,823,120(2) $1,663.14
====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the average of the high and low prices reported for a
share of Anchor Gaming Common Stock on April 30, 1996, as reported by the
Nasdaq National Market.
_______________
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 THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BE COME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 7, 1996
ANCHOR GAMING
This Prospectus relates to an offering of up to 109,150 shares of common
stock, par value $.01 per share (the "Common Stock"), of Anchor Gaming, a
Nevada corporation (the "Company" or "Anchor") to be issued pursuant to those
certain Warrants for the purchase of Common Stock dated February 4, 1994
granted by the Company to each of Ladenburg Thalmann & Co. ("Ladenburg"),
Peter M. Graham ("Graham"), Ronald J. Kramer ("Kramer"), Brian M. Gonick
("Gonick"), and J. Petschek ("Petschek") (collectively, the "Warrantholders").
The Common Stock being registered is being offered for the account of the
Warrantholders. See "Selling Stockholders." The Company will not receive any
proceeds from the sale of shares of Common Stock offered hereby. The shares
may be offered in transactions on the Nasdaq( National Market, in negotiated
transactions, or through a combination of such methods of distribution, at
prices relating to the prevailing market prices or at negotiated prices. See
"Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market under the symbol
"SLOT." The shares of Common Stock offered hereby have been approved for
listing on the Nasdaq National Market. On May 6, 1996 the last sale price
of the Common Stock, as reported on the Nasdaq National Market, was $46.875
per share.
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
____________________________________
No dealer, salesman or any other person has been authorized to give any
information or to make and representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
other information and representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer to sell, or a solicitation of any
offer to by, any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
__________________________________________________________
The date of this Prospectus is May , 1996.
-1-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements, information statements, and other information filed by the
Company with the Commission pursuant to the requirements of the Exchange Act
may be inspected and copied at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549-1004 and at the following regional offices of
the Commission: New York Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048; and Chicago Regional Office, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60606.
Copies of such material may be obtained from the Public Reference Room of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Company is a publicly held corporation and its Common Stock is
traded on the Nasdaq National Market under the symbol "SLOT." Reports, proxy
statements, information statements, and other information can also be
inspected at the offices of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20549.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on
Form S-3 (referred to herein, together with all exhibits, as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock offered hereby.
This Prospectus does not contain all information set forth in the
Registration Statement. Certain parts of the Registration Statement have
been omitted in accordance with the rules and regulations of the Commission.
For further information, reference is made to the Registration Statement
which can be inspected at the public reference rooms at the offices of the
Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibit to such documents,
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be directed
to:
Salvatore T. DiMascio
Anchor Gaming
815 Pilot Road
Suite G
Las Vegas, Nevada 89119
(702) 896-7568
The Company's (i) Annual Report on Form 10-K which contains audited
financial statements for the fiscal year ended June 30, 1995; (ii) the
Company's Registration Statement on Form S-3 (Registration No. 333-2422); and
(iii) all reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the Form 10-K are hereby incorporated by reference into this
Prospectus.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering relating to
this Prospectus will be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement incorporated or deemed to be incorporated by reference herein
will be deemed to be modified, replaced, or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein
-2-
<PAGE>
modifies or supersedes such statement. Any such statement so modified or
superseded will be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
THE COMPANY
Anchor is a diversified gaming company that concentrates on the
operation of gaming machines. Since its inception in 1989, Anchor has built
one of the largest gaming machine routes in Nevada. In 1991, the Company
began casino operations in Colorado, where it currently owns two gaming
machine oriented casinos. As a complement to its gaming machine operations,
the Company develops unique, proprietary games and actively markets its games
to unaffiliated casinos.
The Company is a Nevada corporation formed in 1989. The Company's
principle executive offices are located at 815 Pilot Road, Suite G, Las
Vegas, Nevada 89119, and its telephone number is (702) 896-7568.
SELLING STOCKHOLDERS
The Selling Stockholders listed in the following table have informed the
Company that they reasonably expect to sell the number of shares of Common
Stock set forth opposite their respective names within two years after the
date of this prospectus. The table sets forth information with respect to
the beneficial ownership of the Company's Common Stock by the Selling
Stockholders immediately prior to this offering and as adjusted to reflect
the sale of shares of Common Stock pursuant to the offering. All information
with respect to the beneficial ownership has been furnished by the respective
Selling Shareholders:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING(1)
----------------------------------------- --------------------------
NUMBER OF PERCENT OF SHARES TO NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS BE SOLD SHARES CLASS
--------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Ladenburg 48,400 * 48,400 -0- -0-
Graham 19,250 * 19,250 -0- -0-
Kramer 19,250 * 19,250 -0- -0-
Gonick 3,000 * 3,000 -0- -0-
Petschek 19,250 * 19,250 -0- -0-
</TABLE>
______________
*Less than one percent
(1) Assumes all the shares of Common Stock that may be offered are sold.
PLAN OF DISTRIBUTION
The sale of the Common Stock offered hereby may be effected from time to
time directly or by one or more broker-dealers or agents, in one or more
transactions (which may involve crosses and block transactions) on the Nasdaq
National Market, in negotiated transactions, or through a combination of such
methods of distribution, at prices related to prevailing market prices or at
negotiated prices.
In the event one or more broker-dealers or agents agree to sell the
Common Stock, they may do so by purchasing the Common Stock as principals or
by selling the Common Stock as agent for the Selling Stockholders. Any such
broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Stockholders or the purchasers
of the shares of Common Stock for which such broker-dealer may act as agent
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
-3-
<PAGE>
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market-making activities with respect to the Company's Common Stock
for a period of two business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Rule
10b-6.
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In certain states, the Common Stock may not
be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available
and is complied with.
USE OF PROCEEDS
The Company will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Hughes & Luce, L.L.P., Dallas, Texas.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended June 30, 1995 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
INDEMNIFICATION
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 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.
-4-
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee $1,663.14
Accounting fees and expenses 2,500.00*
Legal fees and expenses 2,500.00*
Blue Sky fees and expenses (including counsel fees) 500.00*
Miscellaneous expenses 150.00*
----------
Total $7,313.14
______________
* Estimated
All of the above expenses will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada General Corporation Law permits a corporation
to indemnify any person who was, or is, or is threatened to be made a party
in a completed, pending, or threatened proceeding, whether civil, criminal,
administrative, or investigative (except an action by or in the right of the
corporation), by reason of being or having been an officer, director,
employee, or agent of the corporation or serving in certain capacities at the
request of the corporation. Indemnification may include attorneys' fees,
judgments, fines, and amounts paid in settlement. The person to be
indemnified must have acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to be best interests of the
corporation and, with respect to any criminal action, such person must have
had no reasonable cause to believe his or her conduct was unlawful.
With respect to actions by or in the right of the corporation,
indemnification may not be made for any claim, issue, or matter as to which
such a person has been finally adjudged by a court of competent jurisdiction
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 the action
was brought or other court of competent jurisdiction determines upon
application that in view of all circumstances the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
Unless indemnification is ordered by a court, the determination to pay
indemnification must be made by the stockholders, by a majority vote of a
quorum of the board of directors who were not parties to the action, suit or
proceeding, or in certain circumstances by independent legal counsel in a
written opinion. Section 78.751 permits the Articles of Incorporation or
Bylaws to provide for payment to an officer or director of the expenses of
defending an action as incurred upon receipt of an undertaking to repay the
amount if it is ultimately determined by a court of competent jurisdiction
that the person is not entitled to indemnification.
Section 78.751 also provides that to the extent a director, officer,
employee, or agent has been successful on the merits or otherwise in the
defense of any such action, he or she must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense.
The Company's Articles of Incorporation and Bylaws contain provisions
requiring it to indemnify its executive officers and directors to the full
extent permitted by the Nevada General Corporation Law.
The Company has entered into indemnity agreements (each an
"Indemnification Agreement") with each of its directors and executive
officers. Each such Indemnification Agreement provides for indemnification
of directors and
II-1
<PAGE>
executive officers of the Company to the fullest extent permitted by Nevada
Law and additionally permits advancing attorneys' fees and all other costs,
expenses, obligations, fines and losses, paid or incurred by a director or
executive officer generally in connection with the investigation, defense, or
other participation in any threatened, pending, or completed action, suit or
proceeding or any inquiry or investigation thereof, whether conducted by or
on behalf of the Company or any other party. If it is later determined that
the director or executive officer is or was not entitled to indemnification
under applicable law, the Company is entitled to reimbursement by the
director or executive officer.
The Indemnification Agreements further provide that in the event of a
change in control of the Company, all matters thereafter arising concerning
the rights of directors and executive officers to indemnity payments and
expense advances will be made by a special independent legal counsel engaged
by the Company.
To the extent that the Board of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company
to indemnify directors and executive officers, such repeal or limitation may
not be effective as to directors and executive officers who are currently
parties to the Indemnification Agreements, because their rights to full
protection are contractually assured by the Indemnification Agreements. It
is anticipated that similar contracts may be entered into, from time to time,
with future directors and executive officers of the Company. In addition,
the Company's Articles of Incorporation and Bylaws provide for
indemnification of officers and directors to the fullest extent permitted by
the Nevada Law.
ITEM 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 17. 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 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 the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs 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 the Registration Statement.
II-2
<PAGE>
(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 purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) and 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 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) 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 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, 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 May 7, 1996.
ANCHOR GAMING
By: /s/ Stanley E. Fulton
------------------------------
Stanley E. Fulton
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael D. Rumbolz and Salvatore T. DiMascio, and each of them, his
or her true and lawful attorney-in-fact and agent 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, and hereby grants to
such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE DATE
--------- ----
/s/ Stanley E. Fulton May 7, 1996
- ---------------------------------
Stanley E. Fulton
Director, Chairman of the Board
and Chief Executive Officer
/s/ Elizabeth F. Jones May 7, 1996
- ---------------------------------
Elizabeth F. Jones
Director
/s/ Stuart D. Beath May 7, 1996
- ---------------------------------
Stuart D. Beath
Director
/s/ Garret A. Scholz May 7, 1996
- ---------------------------------
Garret A. Scholz
Director
/s/ Salvatore T. DiMascio May 7, 1996
- ---------------------------------
Salvatore T. DiMascio
Executive Vice President Finance,
Chief Financial Officer and
Principal Accounting Officer
/s/ Michael B. Fulton May 7, 1996
- ---------------------------------
Michael B. Fulton
Director
/s/ Michael D. Rumbolz May 7, 1996
- ---------------------------------
Michael D. Rumbolz
Director
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
*4.1 Form of Warrant
*5.1 Opinion of Hughes & Luce, L.L.P.
*23.1 Consent of Hughes & Luce, L.L.P. (included in
Exhibit 5.1)
*23.2 Consent of Deloitte & Touche, LLP
*24.1 Power of Attorney (included in Part II of this
Registration Statement)
______________
*Filed Herewith.
II-6
<PAGE>
FORM OF WARRANT
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND ARE RESTRICTED SECURITIES WITHIN THE
MEANING THEREOF. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT
TO A REGISTRATION STATEMENT UNDER SUCH ACT WHICH IS EFFECTIVE AND CURRENT WITH
RESPECT TO SUCH SECURITIES OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT.
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No. _____ __________ Shares
In consideration of the payment of $.01 per Warrant and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, Anchor Gaming, a Nevada corporation (the "Company"), hereby
certifies that _________________________ or its permitted assigns are entitled,
subject to the terms and conditions hereof, to purchase from the Company, at any
time or from time to time commencing January 28, 1995, and prior to 5:00 P.M.,
New York City time then current, on January 28, 1999, __________ fully paid and
non-assessable shares of the common stock $.01 par value, of the Company at the
purchase price of $14.40 per share (computed on the basis of a $12.00 per share
initial public offering price for the Company's common stock). (Hereinafter,
(i) said common stock, together with any other equity securities which may be
issued by the Company with respect thereto or in substitution therefor, is
referred to as the "Common Stock," (ii) the shares of the Common Stock
purchasable hereunder are referred to as the "Warrant Shares," (iii) the
aggregate purchase price payable hereunder for the Warrant Shares is referred to
as the "Aggregate Warrant Price," (iv) the price payable hereunder for each of
the shares of the Warrant Shares is referred to as the "Per Share Warrant Price"
and (v) this warrant and all warrants hereafter issued in exchange or
substitution for this warrant are referred to as the "Warrants.") The Aggregate
Warrant Price is not subject to adjustment. The Per Share Warrant Price is
subject to adjustment as hereinafter provided; in the event of any such
adjustment, the number of Warrant Shares shall equal the quotient obtained by
dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect
immediately after such adjustment.
1. EXERCISE OF WARRANT.
(a) This Warrant may be exercised, in whole at any time or in part
from time to time, commencing January 28, 1995 (the "Commencement Date"),
and prior to 5:00 P.M., New York City time, on January 28, 1999 (the
"Expiration Date"), by the holder of this Warrant (the "Holder") by the
surrender of this Warrant (with the subscription form at the end hereof
duly executed) at the address set forth in Subsection 10(a) hereof,
together with proper payment of the Aggregate Warrant Price, or the
proportionate part thereof if this Warrant is exercised in part. Payment
for the Warrant Shares shall be made
1
<PAGE>
by certified or official bank check, payable to the order of the Company.
If this Warrant is exercised in part, this Warrant must be exercised for a
number of whole shares of the Common Stock, and the Holder is entitled to
receive a new Warrant covering the number of Warrant Shares in respect of
which this Warrant has not been exercised and setting forth the
proportionate part of the Aggregate Warrant Price applicable to such
Warrant Shares. Upon such exercise and surrender of this Warrant, the
Company will (i) issue a certificate or certificates in the name of the
Holder for the largest number of whole shares of the Common Stock to which
the Holder shall be entitled and, if this Warrant is exercised in whole, in
lieu of any fractional share of the Common Stock to which the Holder shall
be entitled, pay cash equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of the
Company shall determine), and (ii) deliver the other securities and
properties receivable upon the exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercised in part, pursuant
to the provisions of this Warrant.
(b) In lieu of exercising this Warrant in the manner set forth in
paragraph 1(a) above, this Warrant may be exercised between the
Commencement Date and the Expiration Date by surrender of the Warrant
without payment of any other consideration, commission or remuneration,
together with the cashless exercise subscription form at the end hereof,
duly executed. The number of shares to be issued in exchange for the
Warrant shall be the product of (x) the excess of the Market Price (as
defined below) of the Common Stock on the date of surrender of the Warrant
and the exercise subscription form OVER the Per Share Warrant Price and (y)
the number of shares subject to issuance upon exercise of the Warrant,
divided by the Market Price of the Common Stock on such date. Upon such
exercise and surrender of this Warrant, the Company will (i) issue a
certificate or certificates in the name of the Holder for the largest
number of whole shares of the Common Stock to which the Holder shall be
entitled and, in lieu of any fractional share of the Common Stock to which
the Holder shall be entitled, pay cash equal to the fair value of such
fractional share (determined in such reasonable manner as the Board of
Directors of the Company shall determine), and (ii) deliver the other
securities and properties receivable upon the exercise of this Warrant,
pursuant to the provisions of this Warrant.
(c) The market price of a share of the Common Stock (the "Market
Price") on any date of determination shall be (i) the average of the last
reported sale price of the Common Stock on the five business days
immediately preceding the date of determination as reported on the NASDAQ
National Market System ("NASDAQ"), or (ii) if there is no such reported
sale on any of the dates in question, the average of the closing bid and
asked quotations as so reported on NASDAQ for such dates, or (iii) if the
Common Stock is not then listed on NASDAQ, the last reported sale price of
the Common Stock for such dates on such other national securities exchange
upon which the Common Stock is then listed, or (iv) if the Common stock is
not then listed on any national securities exchange, the average of the
closing bid and asked quotations for such dates in the over-the-counter
market as reported by the National Association of Securities Dealers
Automated Quotations System, or if not so reported, as reported by the
National
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Quotations Bureau or a similar organization. In the absence of such
quotations, the Board of Directors of the Company shall determine in good
faith the fair market value of the Common Stock, which shall for these
purposes be deemed to be the market price, which determination shall be set
forth in a certificate executed by an officer of the Company showing the
facts upon which the market price is based.
2. RESERVATION OF WARRANT SHARES.
The Company agrees that, prior to the expiration of this Warrant, the
Company will at all times have authorized and in reserve, and will keep
available, solely for issuance or delivery upon the exercise of this
Warrant, such number of shares of the Common Stock and such amount of other
securities and properties as from time to time shall be deliverable to the
Holder upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer (except such as may be imposed under
applicable Federal and State securities laws) and free and clear of all
preemptive rights and all other rights to purchase securities of the
Company.
3. PROTECTION AGAINST DILUTION.
(a) If, at any time or from time to time after the date of this
Warrant, the Company shall distribute to the holders of its outstanding
Common Stock, (i) securities, other than shares of Common Stock, or (ii)
property, other than cash, without payment therefor, with respect to Common
Stock, then, and in each such case, the Holder, upon the exercise of this
Warrant, shall be entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the date of this
Warrant, the Holder had been the holder of record of the number of shares
of the Common Stock subscribed for upon such exercise and, during the
period from the date of this Warrant to and including the date of such
exercise, had retained such shares and the securities and properties
receivable by the Holder during such period. Notice of each such
distribution shall be forthwith mailed to the Holder.
(b) If, at any time or from time to time after the date of this
Warrant, the Company shall (i) pay a dividend or make a distribution on its
capital stock in shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock, into a smaller number of shares or (iv)
issue by reclassification of its Common Stock any shares of capital stock
of the Company, the Per Share Warrant Price in effect immediately prior to
such action shall be adjusted so that the Holder of any Warrant thereafter
exercised shall be entitled to receive the number of shares of Common Stock
or other capital stock of the Company which he would have owned or been
entitled to receive immediately following the happening of any of the
events described above had such Warrant been exercised immediately prior
thereto. An adjustment made pursuant to this (b) shall become effective
immediately after the record date in the case of a dividend or distribution
and shall become effective immediately after the effective date in the case
of a subdivision, combination or reclassification. If, as a result of an
adjustment made pursuant to this (b),
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<PAGE>
the holder of any Warrant thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital stock or
shares of Common Stock and other capital stock of the Company, the Board of
Directors (whose determination shall be conclusive and shall be described
in a written notice to the Holder of any Warrant promptly after such
adjustment) shall determine the allocation of the adjusted Per Share
Warrant Price between or among shares of such classes or capital stock or
shares of Common Stock and other capital stock, and any subsequent
adjustments made pursuant to this Section 3 shall apply equally to each
such resulting class of capital stock.
(c) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
entity of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with
another entity (including any exchange effected in connection with a merger
of any other corporation with the Company), the Holder of this Warrant
shall have the right thereafter to convert such Warrant into the kind and
amount of securities, cash or other property which he would have owned or
have been entitled to receive immediately after such consolidation, merger,
statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if necessary,
appropriate adjustment shall be made in the application of the provisions
set forth in this Section 3 with respect to the rights and interests
thereafter of the Holder of this Warrant to the end that the provisions set
forth in this Section 3 shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the
exercise of this Warrant. The above provisions of this 3(c) shall
similarly apply to successive consolidations, mergers, statutory exchanges,
sales or conveyances. Notice of any such consolidation, merger, statutory
exchange, sale or conveyance, and of said provisions so proposed to be
made, shall be mailed to the Holder not less than 20 days prior to such
event. A sale of all or substantially all of the assets of the Company for
a consideration consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.
(d) No adjustment in the Per Share Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least
$0.05 per share of Common Stock; PROVIDED, HOWEVER, that any adjustments
which by reason of this (d) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; AND PROVIDED
FURTHER, however, that adjustments shall be required and made in accordance
with the provisions of this Section 3 (other than this (d)) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock. All
calculations under this Section 3 shall be made to the nearest cent or to
the nearest 1/100th of a share, as the case may be. Anything in this
Section 3 to the contrary notwithstanding, the Company shall be entitled to
make such reductions in the Per Share Warrant Price, in addition to those
required by this Section 3, as it in its discretion shall deem to be
advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities
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<PAGE>
convertible or exchangeable for stock hereafter made by the Company to its
shareholders shall not be taxable.
(e) Whenever the Per Share Warrant Price is adjusted as provided in
this Section 3 and upon any modification of the rights of the Holder of
this Warrant in accordance with this Section 3, the Company shall, at its
own expense, within ten (10) days of such adjustment or modification,
deliver to the holder of this Warrant a certificate of the principal
financial officer of the Company setting forth the Per Share Warrant Price
and the number of Warrant Shares after such adjustment or the effect of
such modification, a brief statement of the facts requiring such adjustment
or modification and the manner of computing the same. In addition, within
thirty (30) days of the end of the Company's fiscal year next following any
such adjustment or modification, the Company shall, at its own expense,
deliver to the Holder of this Warrant a certificate of a firm of
independent public accountants of recognized standing selected by the Board
of Directors (who may be the regular auditors of the Company) setting forth
the same information as required by such principal financial officer
certificate.
(f) If the Board of Directors of the Company shall declare any
dividend or other distribution in cash with respect to the Common Stock,
other than out of earned surplus, the Company shall mail notice thereof to
the Holder not less than 10 days prior to the record date fixed for
determining shareholders entitled to participate in such dividend or other
distribution.
4. FULLY PAID STOCK; TAXES.
The Company agrees that the shares of the Common Stock represented by
each and every certificate for Warrant Shares delivered on the exercise of
this Warrant in accordance with the terms hereof shall, at the time of such
delivery, be validly issued and outstanding, fully paid and non-assessable,
and not subject to preemptive rights, or other contractual rights to
purchase securities of the Company, and the Company will take all such
actions as may be necessary to assure that the par value or stated value,
if any, per share of the Common Stock is at all times equal to or less than
the then Per Share Warrant Price. The Company further covenants and agrees
that it will pay, when due and payable, any and all Federal and state
stamp, original issue or similar taxes which may be payable in respect of
the issue of any Warrant Share or certificated therefor.
5. REGISTRATION UNDER SECURITIES ACT OF 1933.
(a) The Company agrees that if, at any time during the period
commencing on January 28, 1995 and ending on January 28, 1999, the Holder
and/or the holders of any other Warrants and/or Warrant Shares who or which
shall hold not less than 50% of the Warrants and/or Warrant Shares
outstanding at such time and not previously sold pursuant to this Section
5, request that the Company file a registration statement under the
Securities Act of 1933 (the "Act") covering all or any of the Warrant
Shares, the Company will (i) promptly notify the Holder and all other
registered holders, if any, of
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<PAGE>
other Warrants and/or Warrant Shares that such registration statement will
be filed and that the Warrant Shares which are then held, and/or which may
be acquired upon the exercise of Warrants, by the Holder and such holders
will be included in such registration statement at the Holder's and such
holders' request, (ii) use its reasonable best efforts to cause such
registration statement to cover all Warrant Shares which it has been so
requested to include, (iii) use its reasonable best efforts to cause such
registration statement to become effective as soon as practicable and to
remain effective and current for a period of 180 days following such
effectiveness and (iv) take all other action necessary under any Federal or
state law or regulation of any governmental authority to permit all Warrant
Shares which it has been so requested to include in such registration
statement to be sold or otherwise disposed of and will maintain such
compliance with each such Federal and state law and regulation of any
governmental authority.
(b) The Company agrees that if, at any time and, from time to time
during the period commencing on January 28, 1995 and ending on January 28,
1999, the Board of Directors of the Company shall authorize the filing of a
registration statement (any such registration statement being sometimes
hereinafter called a "Subsequent Registration Statement") under the Act
(otherwise than pursuant to 5(a) hereof, or other than a registration
statement on Form S-8) in connection with the proposed offer of any of its
securities by it or any of its stockholders, the Company will (i) promptly
notify the Holder and all other registered holders, if any, of other
Warrants and/or Warrant Shares that such Subsequent Registration Statement
will be filed and that the Warrant Shares which are then held, and/or which
may be acquired upon the exercise of the Warrants, by the Holder and such
holders will be included in such Subsequent Registration Statement at the
Holder's and such holders' request, (ii) cause such Subsequent Registration
Statement to cover all Warrant Shares which it has been so requested to
include, (iii) use its reasonable efforts to cause such Subsequent
Registration Statement to become effective as soon as practicable and to
remain effective and current and (iv) take all other action necessary under
any Federal or state law or regulation of any governmental authority to
permit all Warrant Shares which it has been so requested to include in such
Subsequent Registration Statement to be sold or otherwise disposed of and
will maintain such compliance with each such Federal and state law and
regulation of any governmental authority for the period necessary for the
Holder and such Holders to effect the proposed sale or other disposition.
In connection with a registration pursuant to this Section 5.1(b), if the
underwriter advises the Company in writing that the number of shares
requested to be registered by the Holders together with the shares
requested to be registered by the Company or any of its stockholders, is
greater than the amount of securities which the underwriter reasonably
believes feasible to sell at that time, then the amount of securities which
the Holders, the Company or any of its stockholders may sell shall be
reduced on a pro rata basis to the number of shares that the underwriter in
its sole discretion believes is feasible to sell at that time.
(c) Whenever the Company is required pursuant to the provisions of
this Section 5 to include Warrant Shares in a registration statement, the
Company shall (i) furnish each Holder of any such Warrant Shares and each
underwriter of such Warrant
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<PAGE>
Shares with such copies of the prospectus, including the preliminary
prospectus, conforming to the Act (and such other documents as each such
Holder or each such underwriter may reasonably request) in order to
facilitate the sale or distribution of the Warrant Shares, (ii) use its
best efforts to register or qualify such Warrant Shares under the blue sky
laws (to the extent applicable) of such jurisdiction or jurisdictions as
the Holders of any such Warrant Shares and each underwriter of Warrant
Shares being sold by such Holders shall reasonably request and (iii) take
such other actions as may be reasonably necessary or advisable to enable
such Holders and such underwriters to consummate the sale or distribution
in such jurisdiction or jurisdictions in which such Holder shall have
reasonably requested that the Warrant Shares be sold, including entering
into an underwriting agreement in customary form for transactions of this
nature.
(d) The Company shall pay all expenses incurred in connection with
any registration or other action pursuant to the provisions of this
Section, including attorneys' fees and expenses of the Holder(s) of the
Warrant Shares covered by such registration incurred in connection with
such registration or other action, other than underwriting discounts and
applicable transfer taxes relating to the Warrant Shares.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each selling
holder (including, for purposes of this Section 6, any Holder) of Warrant
Shares and each person who controls any such selling holder within the
meaning of Section 15 of the Act, and each and all of them, from and
against any and all losses, claims, damages, liabilities or actions, joint
or several, to which any selling holder of Warrant Shares or they or any of
them may become subject under the Act or otherwise and to reimburse the
persons indemnified as above for any legal or other expenses (including the
cost of any investigation and preparation) incurred by them in connection
with any litigation or threatened litigation, whether or not resulting in
any liability, but only insofar as such losses, claims, damages,
liabilities or actions arise out of, or are based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement pursuant to which Warrant Shares were registered
under the Act (hereinafter called a "Registration Statement"), any
preliminary prospectus, the final prospectus or any amendment or supplement
thereto (or in any application or document filed in connection therewith)
or document executed by the Company based upon written information
furnished by or on behalf of the Company filed in any jurisdiction in order
to register or qualify the Warrant Shares under the securities laws thereof
or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, or (ii) the employment by the Company of any device, scheme or
artifice to defraud, or the engaging by the Company in any act, practice or
course of business which operates or would operate as a fraud or deceit, or
any conspiracy with respect thereto, in which the Company shall
participate, in connection with the issuance and sale of any of the Warrant
Shares; PROVIDED, HOWEVER, that (i) the indemnity agreement contained in
this Section 6(a) shall not extend to any selling holder of Warrant
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<PAGE>
Shares in respect of any such losses, claims, damages, liabilities or
actions arising out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, if such
statement or omission was based upon and made in conformity with
information furnished in writing to the Company by a selling holder of
Warrant Shares specifically for use in connection with the preparation of
such Registration Statement, any final prospectus, any preliminary
prospectus or any such amendment or supplement thereto. The Company agrees
to pay any legal and other expenses for which it is liable under this
Section 6(a) from time to time (but not more frequently than monthly)
within 30 days after its receipt of a bill therefor.
(b) Each selling holder of Warrant Shares, severally and not jointly,
will indemnify and hold harmless the Company, its directors, its officers
who shall have signed the Registration Statement and each person, if any,
who controls the Company within the meaning of Section 15 of the Act to the
same extent as the foregoing indemnity from the Company, but in each case
to the extent, and only to the extent, that any statement in or omission
from or alleged omission from such Registration Statement, any final
prospectus, any preliminary prospectus or any amendment or supplement
thereto was made in reliance upon information furnished in writing to the
Company by such selling holder specifically for use in connection with the
preparation of the Registration Statement, any final prospectus or the
preliminary prospectus or any such amendment or supplement thereto;
PROVIDED, HOWEVER, that the obligation of any holder of Warrant Shares to
indemnify the Company under the provisions of this Section 6(b) shall be
limited to the Market Price of the Warrant Shares being sold by the selling
holder minus the Aggregate Warrant Price for such Warrant Shares. Each
selling holder of Warrant Shares agrees to pay any legal and other expenses
for which it is liable under this Section 6(b) from time to time (but not
more frequently than monthly) within 30 days after receipt of a bill
therefor.
(c) If any action is brought against a person entitled to
indemnification pursuant to the foregoing Section 6(a) or Section 6(b) (an
"indemnified party") in respect of which indemnity may be sought against a
person granting indemnification (an "indemnifying party") pursuant to such
section, such indemnified party shall promptly notify such indemnifying
party in writing of the commencement thereof; but the omission so to notify
the indemnifying party of any such action shall not release the
indemnifying party from any liability it may have to such indemnified party
otherwise than on account of the indemnity agreement contained in Section
6(a) or Section 6(b) of this Section 6. In case any such action is brought
against an indemnified party and it notifies an indemnifying party of the
commencement thereof, the indemnifying party against which a claim is to be
made will be entitled to participate therein at its own expense and, to the
extent that it may wish, to assume at its own expense the defense thereof,
with counsel reasonably satisfactory to such indemnified party; PROVIDED,
HOWEVER, that if the indemnified party shall have reasonably concluded
based upon advice of counsel that there may be legal defenses available to
it and/or other indemnified parties which are different from or additional
to those available to the indemnifying party, the indemnified party shall
have the right to select separate counsel to assume such legal defenses and
8
<PAGE>
otherwise to participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate
counsel), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party.
An indemnifying party shall not be liable for any settlement of any action
or proceeding effected without its written consent.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 6(a)
or (b) is unavailable in accordance with its terms, the Company and the
selling holder of Warrant Shares shall contribute to the aggregate losses,
claims, damages and liabilities, of the nature contemplated by said
indemnity agreement, incurred by the Company and the selling holder of
Warrant Shares, in such proportions as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the selling
holder of Warrant Shares, on the other hand, from any offering of the
Warrant Shares; PROVIDED, HOWEVER, that if such allocation is not permitted
by applicable law or if the indemnified party failed to give the notice
required under Section 6(c), then the relative fault of the Company and the
selling holder of Warrant Shares in connection with the statements or
omissions which result in such losses, claims, damages and liabilities and
other relevant equitable considerations will be considered together with
such relative benefits.
(e) The respective indemnity and contribution agreements by the
Company and the selling holder of Warrant Shares in Section 6(a), (b), (c)
and (d) shall remain operative and in full force and effect regardless of
(i) any investigation made by any selling holder of Warrant Shares or by or
on behalf of any person who control such selling holder or by the Company
or any controlling person of the Company or any director or any officer of
the Company, (ii) payment for any of the Warrant Shares or (iii) any
termination of this Agreement, and shall survive the delivery of the
Warrant Shares, and any successor of the Company, or of any selling holder
of Warrant Shares, or of any person who controls the Company, or of any
selling holder of Warrant Shares, as the case may be, shall be entitled to
the benefit of such respective indemnity and contribution agreements. The
respective indemnity and contribution agreements by the Company and the
selling holders of Warrant Shares contained in Section 6(a), (b), (c) and
(d) shall be in addition to any liability which the Company and the selling
holders of Warrant Shares may otherwise have.
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7. LIMITED TRANSFERABILITY.
(a) This Warrant is not transferable or assignable by the Holder
except (i) to ____________________, and any successor firm or corporation
of ____________________, (ii) to any of the officers or employees of
_______________________ or of any such successor firm or (iii) in the case
of an individual, pursuant to such individual's last will and testament or
the laws of descent and distribution and is so transferable only upon the
books of the Company which it shall cause to be maintained for the purpose.
The Company may treat as the registered holder of this Warrant the person
in whose name the Warrant is registered as it appears on the Company's
books at any time for all purposes. The Company shall permit any holder of
a Warrant or his duly authorized attorney, upon written request during
ordinary business hours, to inspect and copy or make extracts from its
books showing the registered holders of Warrants. All Warrants will be
dated the same date as this Warrant.
(b) By acceptance hereof, the Holder represents and warrants that
this Warrant is being acquired by the Holder solely for the account of such
Holder and not with a view to the distribution thereof and will not be sold
or transferred except in accordance with the applicable provisions of the
Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, and the Holder agrees that neither this Warrant nor
any of the Warrant Shares may be sold or transferred except under cover of
a registration statement under the Act which is effective and current with
respect to such Warrant Shares or pursuant to an opinion of counsel, in
form and substance reasonably acceptable to the Company's counsel, that
registration under the Act is not required in connection with such sale or
transfer. Any Warrant Shares issued upon exercise of this Warrant (other
than pursuant to a registration statement or such a favorable opinion of
counsel) shall bear the following legend:
"The Securities represented by this certificate
have not been registered under the Securities Act
of 1933 and are restricted securities within the
meaning thereof. Such securities may not be sold
or transferred except pursuant to a Registration
Statement under such Act which is effective and
current with respect to such securities or
pursuant to an opinion of counsel reasonably
satisfactory to the issuer of such securities that
such sale or transfer is exempt from the
registration requirements of such Act."
8. LOSS, ETC., OF WARRANT.
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity
reasonably satisfactory to the Company, if lost, stolen or destroyed, and
upon surrender and cancellation of this Warrant, if mutilated, and upon
reimbursement of the Company's reasonable incidental expenses, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor
and denomination.
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9. WARRANT HOLDER NOT SHAREHOLDER.
Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent to or receive notice as a
shareholder of the Company, as such, in respect of any matters whatsoever,
or any other rights or liabilities as a shareholder, prior to the exercise
hereof.
10. COMMUNICATION.
No notice or other communication under this Warrant shall be effective
unless, but any notice or other communication shall be effective and shall
be deemed to have been given if, the same is in writing and is mailed by
first-class mail, postage prepaid, addressed to:
(a) the Company at 3760 Pecos McLeod, Suite 3, Las Vegas, Nevada
89121, or such other address as the Company has designated in writing
to the Holder; or
(b) the Holder at
Attention: Corporate Finance Department, or such other address as the
Holder has designated in writing to the Company.
11. HEADINGS.
The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.
12. APPLICABLE LAW.
This Warrant shall be governed by and construed in accordance with the
law of the State of New York without giving effect to the principles of
conflicts of law thereof.
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IN WITNESS WHEREOF, ANCHOR GAMING has caused this Warrant to be signed by
its Chairman of the Board and its corporate seal to be hereunto affixed and
attested by its Secretary this _______ day of ____________________, 1994.
ATTEST: ANCHOR GAMING
- -------------------------------- By: -----------------------------------
Secretary Chairman of the Board
[Corporate Seal]
SUBSCRIPTION
The undersigned, ______________________________, pursuant to the provisions
of the foregoing Warrant, hereby agrees to subscribe for and purchase __________
shares of the Common Stock of Anchor Gaming covered by said Warrant, and makes
payment therefor in full at the price per share provided by said Warrant either
in cash as provided in Section 1(a) of said Warrant and/or by surrender of this
Warrant (or a portion hereof) in accordance with Section 1(b) of said Warrant,
in each case as indicated in the accompanying instruction letter from the
undersigned.
Dated: Signature:
-------------------------- -------------------------
Address:
---------------------------
ASSIGNMENT
FOR VALUE RECEIVED, ______________________________ hereby sells, assigns
and transfers unto ______________________________ the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and appoint
__________________________, attorney, to transfer said Warrant on the books of
Anchor Gaming.
Dated: Signature:
-------------------------- -------------------------
Address:
---------------------------
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PARTIAL ASSIGNMENT
FOR VALUE RECEIVED, ______________________________ hereby assigns and
transfers unto ______________________________ the right to purchase __________
shares of the Common Stock of Anchor Gaming by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced hereby, and does
irrevocably constitute and appoint __________________________, attorney, to
transfer that part of said Warrant on the books of Anchor Gaming.
Dated: Signature:
-------------------------- -------------------------
Address:
---------------------------
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[HUGHES & LUCE LETTERHEAD]
May 3, 1996
Anchor Gaming
815 Pilot Road, Suite G
Las Vegas, Nevada 89119
Ladies and Gentlemen:
We have acted as special counsel to Anchor Gaming, a Nevada corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of 109,150 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), issuable upon exercise
of the Warrants for the Purchase of Common Stock dated February 4, 1994 (the
"Warrants") granted by the Company to each of Ladenburg Thalmann & Co., Peter
M. Graham, Ronald J. Kramer, Brian M. Gonick and J. Petschek (collectively,
the "Warrantholders"), as described in the Registration Statement of the
Company on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as
we considered necessary or appropriate for enabling us to express the
opinions set forth herein. In all such examinations, we have assumed the
authenticity and completeness of all documents submitted to us as originals
and the conformity to originals and completeness of all documents submitted
to us as photostatic, conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that such shares of Common
Stock have been duly authorized and, if and when issued and paid for in full
upon exercise of the Warrants in accordance with their terms, will be validly
issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement. We
also consent to the reference to this firm as having passed on the validity
of such shares of Common Stock under the caption "Legal Matters" in the
prospectus that constitutes a part of the Registration Statement. In giving
this consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
HUGHES & LUCE, L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Anchor Gaming on Form S-3 of our report dated August 4, 1995 appearing in
the Annual Report on Form 10-K of Anchor Gaming for the year ended June 30,
1995 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
May 6, 1996
