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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ANCHOR GAMING
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0304253
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(State or Other Jurisdiction (IRS Employer
of 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)
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ANCHOR GAMING
AMENDED AND RESTATED
1995 EMPLOYEE STOCK OPTION PLAN
ANCHOR GAMING
2000 STOCK INCENTIVE PLAN
ANCHOR GAMING STOCK OPTION AGREEMENTS
(Full Title of Plan)
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COPY TO:
THOMAS J. MATTHEWS 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
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1,4) PER SHARE(2,3,4) OFFERING PRICE(2,3,4) FEE(3,4)
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Common Stock, $.01 par
value 2,000,000 $32.61 $65,215,010 $17,217
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(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.
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(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) of the Securities Act. The
amount of shares reserved for issuance and the price per share used in
this calculation have been adjusted giving effect to the stock split, as
noted in Footnote 4. Accordingly, the price per share of the common
stock offered hereunder pursuant to the Anchor Gaming Amended and
Restated 1995 Employee Stock Option Plan (the "1995 Plan") is based upon
(i) 350,000 shares of common stock reserved for issuance under the 1995
Plan subject to options already granted at the exercise price of $49.50
per share (700,000 shares at the exercise price of $24.75,
split-adjusted); (ii) 108,000 shares of common stock reserved for
issuance under the Anchor Gaming 2000 Stock Incentive Plan (the "2000
Plan") that are not currently subject to outstanding stock options, at a
price per share of $82.72 (216,000 shares at the exercise price of
$41.36, split-adjusted), which is based upon the average of the high and
low prices reported for the common stock on the Nasdaq National Market
System on November 1, 2000; and (iii) 542,000 shares of common stock
reserved for issuance under the 2000 Plan and subject to stock options
already granted thereunder at the exercise price of $71.875 per share
(1,084,000 shares at the exercise price of $35.9375, split-adjusted).
(4) The amount of shares to be registered and the proposed maximum offering
price per share have been adjusted for the stock split that will be
distributed on November 15, 2000 to shareholders of record as of
October 31, 2000. The amount of shares to be registered has been adjusted
from 1,000,000 shares to 2,000,000 shares, and the proposed maximum
offering price per share has been adjusted from $65.22 to $32.61. The
Registration Fee has been calculated giving effect to the stock split.
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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, 2000 (the "2000 Annual Report").
(b) The Registrant's Amendment to its Annual Report on Form 10-K/A for the
fiscal year ended June 30, 2000 (the "2000 Annual Report Amendment").
(c) 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.
(d) 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.
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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.
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
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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
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-6 hereof.
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* 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;
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(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;
(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 3, 2000.
ANCHOR GAMING
By: /s/A THOMAS J. MATTHEWS
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Name: Thomas J. Matthews
Title: Chief Executive Officer, President,
Director and Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Anchor Gaming, hereby
severally constitute and appoint David D. Johnson, 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.
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/s/ JOSEPH MURPHY
---------------------------- Vice President, Chief Operating November 3, 2000
Joseph Murphy Officer--Gaming Operations and Director
/s/ GEOFFREY A. SAGE
---------------------------- Chief Financial Officer, Treasurer and November 3, 2000
Geoffrey A. Sage Secretary
/s/ RICHARD R. BURT
---------------------------- Vice Chairman of the Board and Director November 3, 2000
Richard R. Burt
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/s/ STUART D. BEATH
---------------------------- Director November 3, 2000
Stuart D. Beath
/s/ GLEN J. HETTINGER
---------------------------- Director November 3, 2000
Glen J. Hettinger
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