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As filed with the Securities and Exchange Commission on November 18, 1999.
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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)
-----------------------
ANCHOR GAMING
AMENDED AND RESTATED
1995 EMPLOYEE STOCK OPTION PLAN
(Full Title of Plan)
-----------------------
COPY TO:
MICHAEL D. RUMBOLZ GLEN J. HETTINGER
CHIEF EXECUTIVE 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) 939-5500
Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 150,000 $61.31 $9,196,500 $2,556.63
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate additional amount of
shares of Common Stock to be offered or sold pursuant to the antidilution
provisions of the Stock Options.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the Nasdaq Stock Market's National Market on November
12, 1999, in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Anchor Gaming (the "Registrant") are
incorporated by reference in this Registration Statement (Commission File No.
0-23124):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999 (the "Annual Report").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the registrant document referred to in (a)
above.
(c) The description of the Registrant's common stock, par value
$.01 per share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A, filed with the Commission on December 23, 1993.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hughes & Luce, L.L.P. in Dallas, Texas, will opine on the validity of
the securities registered hereunder. A partner in such firm is a member of the
board of directors of the Registrant.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada General Corporation Law ("NGCL") permits
a corporation to indemnify any person who was, 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 attorney's 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 the 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.
Under Section 78.751 of the NGCL, unless indemnification is ordered by
a court, the determination 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 78.7502 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 (the "Indemnification
Agreements") with certain of its directors and executive officers. Each such
Indemnification Agreement provides for indemnification of directors or executive
officers, as the case may be, 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
II-2
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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, all determinations regarding excludable claims 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
*5 Opinion of Hughes & Luce, L.L.P
*23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).
*23.2 Consent of Deloitte & Touche LLP.
*24 Power of Attorney is found on page II-5 hereof.
--------------------------
* Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
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(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
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
Exchange Act 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 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 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) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, 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 by the Registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Las Vegas, State of Nevada, on November 18, 1999.
ANCHOR GAMING
By: /s/ STANLEY E. FULTON
-----------------------------
Name: Stanley E. Fulton
Title: Director, Chairman of the
Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Anchor Gaming, hereby
severally constitute and appoint Michael D. Rumbolz, Thomas J. Matthews and
Geoffrey A. Sage, and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for each of us in
our name, place and stead, in any and all capacities, to sign Anchor Gaming's
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, 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 each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ STANLEY E. FULTON
- ------------------------ Director, Chairman of the Board November 18, 1999
Stanley E. Fulton
/s/ STUART D. BEATH
- ----------------------- Director November 11, 1999
Stuart D. Beath
/s/ MICHAEL B. FULTON
- ----------------------- Director November 9, 1999
Michael B. Fulton
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ ELIZABETH F. JONES
- ------------------------- Director November 9, 1999
Elizabeth F. Jones
/s/ MICHAEL D. RUMBOLZ
- ------------------------- President, Chief Executive November 11, 1999
Michael D. Rumbolz Officer, and Director
/s/ GEOFFREY A. SAGE
- ------------------------- Chief Financial Officer November 18, 1999
Geoffrey A. Sage
/s/ GLEN J. HETTINGER
- ------------------------- Director November 18, 1999
Glen J. Hettinger
/s/ RICHARD R. BURT
- ------------------------- Director November 10, 1999
Richard R. Burt
- ------------------------- Director November __, 1999
Richard M. Haddrill
</TABLE>
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<PAGE>
[LETTER HEAD OF HUGHES & LUCE, L.L.P.]
214 / 939-5500
November 17, 1999
Anchor Gaming
875 Pilot Road
Suite G
Las Vegas, Nevada 89119
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We render this opinion as counsel to Anchor Gaming, a Nevada
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 150,000 shares (the
"Shares") of the Company's common stock, $0.1 par value per share (the
"Common Stock"), issuable upon the exercise of options granted pursuant to
the Anchor Gaming Amended and Restated 1995 Employee Stock Option Plan (the
"Plan"). The Shares are being registered pursuant to a registration statement
on Form S-8 to be filed with the Securities and Exchange Commission on or
about November 17, 1999 (the "Registration Statement").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations, and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to me
are genuine, that all documents submitted to us as originals are accurate and
complete, and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be,
if and when issued and paid for in accordance with the Plan, validly issued,
fully paid and nonassessable, and assuming the Company maintains an adequate
number of authorized but unissued shares of common stock available for such
issuance, and further assuming that the consideration actually received by the
Company for the Shares exceeds the par value thereof.
<PAGE>
Anchor Gaming
November 17, 1999
Page 2
We consent to the use of this opinion as an exhibit to 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 Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P.
-------------------------
Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement
of Anchor Gaming on Form S-8 of our report dated August 4, 1999, appearing in
the Annual Report on Form 10-K of Anchor Gaming for the year ended June 30,
1999.
/ s / DELOITTE & TOUCHE, LLP
Las Vegas, Nevada
November 16, 1999
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