<PAGE>
As filed with the Securities and Exchange Commission on November 1, 1996
Registration No. 333-___
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
BOARDWALK CASINO, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction
of incorporation or organization)
88-0304201
(I.R.S. Employer Identification No.)
_______________
3750 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(702) 735-2400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
JONES, JONES, CLOSE & BROWN, CHARTERED
3773 HOWARD HUGHES PARKWAY
THIRD FLOOR SOUTH
LAS VEGAS, NEVADA 89109
(702) 734-2220
(Name, address, including zip code and telephone number,
including area code, of agent for service)
_______________
Copies of all communications to:
ANDREW N. BERNSTEIN, ESQ.
ANDREW N. BERNSTEIN, P.C.
5445 DTC PARKWAY, SUITE 520
GREENWOOD VILLAGE, COLORADO 80111
TELEPHONE: (303) 770-7131
FACSIMILE: (303) 770-7332
_______________
________________________________________________________________________________
<PAGE>
Approximate date of proposed sale to the public:
As soon as practicable after this 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
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
_______________
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE.. REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION
REGISTERED........ OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE (2) PRICE (2)
- --------------------------------------------------------------------------------
Common Stock,
$.001 par value 150,000 shares $6.50 $975,000 $296.00
================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement covers any additional
shares of Common Stock ("Shares") which become issuable by reason of any stock
dividend, stock split, recapitalization or any other similar transaction without
receipt of consideration which results in an increase in the number of shares
outstanding.
(2) Estimated solely for the purpose of computing the amount of the
registration fee under Rule 457(c) of the Securities Act of 1933, as amended,
based on the average of the closing bid and asked price of the Common Stock of
Boardwalk Casino, Inc. as reported on the Nasdaq SmallCap Market within five
business days prior to the date of filing the registration statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS
150,000 SHARES
OF COMMON STOCK
BOARDWALK CASINO, INC.
This Prospectus relates to the public offering by certain Selling
Stockholders (as hereinafter defined) of up to 150,000 shares of common stock,
$.001 par value per share (the "Common Stock"), of Boardwalk Casino, Inc., a
Nevada corporation (the "Company"). The 150,000 shares of Common Stock
(collectively, the "Shares"), when sold, will be sold by and for the account of
the Selling Stockholders named herein (the "Selling Stockholders"). See
"Selling Stockholders." The Company will not receive any of the proceeds from
the sale of the Shares by the Selling Stockholders.
The Selling Stockholders directly or through agents, dealers or
underwriters may sell the Shares from time to time on terms to be determined at
the time of sale. To the extent required, the Shares to be sold, purchase
price, offering price, the name of any agent, dealer or underwriter and any
applicable commission or discount with respect to a particular offer or sale
will be set forth in an accompanying prospectus supplement. The aggregate
proceeds to the Selling Stockholders from the sale of the Shares sold by them
pursuant to this Prospectus will be the purchase price of such Shares less any
commissions. See "Plan of Distribution." Each of the Selling Stockholders
reserves the sole right to accept or to reject, in whole or in part, any
proposed purchase of its Shares. All expenses relating to the distribution of
the Shares are to be borne by the Company, other than commissions, concessions
and discounts of underwriters, dealers or agents of the Selling Stockholders.
The Selling Stockholders, and any dealers, agents or underwriters that
participate with the Selling Stockholders in the distribution of the Shares, may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received by them and any
profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Common Stock is listed on the Nasdaq SmallCap Market under the symbol
"BWLK." On October 23, 1996, the last sales price of the Common Stock as
reported on the Nasdaq SmallCap Market was $6.38 per share.
PURCHASE OF THE SHARES IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS."
NEITHER THE NEVADA GAMING COMMISSION NOR THE NEVADA STATE GAMING CONTROL
BOARD HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE
INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
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.
THE DATE OF THIS PROSPECTUS IS NOVEMBER __, 1996
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act with respect to the Shares offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and exhibits thereto, certain items of which are omitted
in accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered by this
Prospectus, reference is made to such Registration Statement and the exhibits
thereto. Each statement made in this Prospectus concerning a document filed as
an exhibit to the Registration Statement is qualified in its entirety by
reference to such exhibit for a complete statement of its provisions.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; 219 South Dearborn Street, Chicago,
Illinois 60604; 7 World Trade Center, New York, New York 10048; and 5757
Wilshire Boulevard, Los Angeles, California 90036. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the
Company's securities are listed on the Pacific Stock Exchange and such reports
and other information concerning the Company can be inspected at such exchange.
The Company furnishes annual reports to its stockholders which include
audited financial statements. The Company may also furnish quarterly financial
statements to its stockholders and such other reports as may be authorized by
its Board of Directors.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1995 (including its balance sheets as of September 30, 1995 and
1994, statements of income (loss), shareholders' equity and cash flows for the
years then ended, together with the report of independent public accountants)
filed pursuant to Section 13(a) of the Exchange Act;
(b) The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
ended December 31, 1995, March 31, 1996 and June 30, 1996;
(c) The Company's definitive Proxy Statement for the Annual Meeting of
Stockholders of the Company held March 13, 1996;
(d) The Company's definitive Proxy Statement for the Special Meeting of
Stockholders of the Company to be held November 21, 1996;
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<PAGE>
(e) The description of the Common Stock that is contained in the Company's
Registration Statement on Form 8-A under the Exchange Act (File No. 1-12780) and
its Registration Statement on Form SB-2 under the Securities Act (Registration
No. 33-71816-LA), including any amendments or reports filed for the purpose of
updating such descriptions; and
(f) All subsequent reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
All documents filed by the Company pursuant to Section 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 of the Shares shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the respective
dates of filing of such documents, excluding those portions of such documents
not deemed filed. Any statement contained in this Prospectus, in a supplement
to this Prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, in any
subsequently filed supplement to this Prospectus or in any subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents. Written or oral requests for such
copies should be directed to Forrest J. Woodward, President, Boardwalk Casino,
Inc., 3750 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702)
735-2400.
THE COMPANY
Boardwalk Casino, Inc. (the "Company") is a Nevada corporation that owns
and operates the Holiday Inn(R) Casino Boardwalk in Las Vegas, Nevada. The
Holiday Inn(R) Casino Boardwalk is situated on a 7.8-acre site on the Las Vegas
Strip between Flamingo Road and Tropicana Avenue. As of October 24, 1996, it
included 654 hotel rooms, approximately 33,000 square feet of casino space, a
coffee shop, a full-service restaurant, a snack bar, an entertainment lounge,
two bars, two outdoor swimming pools and 700 garage and surface parking spaces.
It also contains a small gift shop under lease to Holiday Gifts, Inc., a Nevada
corporation owned by Norbert W. Jansen and Avis P. Jansen, the executive
officers, directors and principal shareholders of the Company. The Company has
recently completed a substantial hotel and casino renovation and expansion
program.
Boardwalk Casino, Inc. was incorporated under the laws of the State of
Nevada on July 27, 1993; Holiday Gifts, Inc. was incorporated under the laws of
the State of Nevada on December 23, 1971. The Company's principal executive
office is located at 3750 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and
its telephone number is (702) 735-2400.
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<PAGE>
RISK FACTORS
This Prospectus, including the documents incorporated by reference herein,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act. Also, documents subsequently filed by the Company with the
Commission will contain forward-looking statements. Actual results could differ
materially from those projected in the forward-looking statements as a result of
the risk factors set forth below and the matters set forth or incorporated in
the Prospectus generally. The Company cautions the reader, however, that this
list of factors may not be exhaustive, particularly with respect to future
filings. The Shares being offered by this Prospectus involve a high degree of
risk. Before making a decision to purchase any of the securities described in
this Prospectus, prospective investors should carefully consider the following
factors, together with other information in this Prospectus.
WORKING CAPITAL DEFICIT AND NET LOSSES
At June 30, 1996, the Company's current liabilities exceeded its current
assets by approximately $8,285,564. In addition, the Company has experienced
net losses for the nine months ended June 30, 1996 of $3,122,992 and for the
fiscal years ended September 30, 1995 and 1994 of $5,336,826 and $946,527.
As of September 24, 1996, the Company completed a private financing with
Diversified Opportunities Group Ltd., a company controlled by Jacobs
Entertainment Ltd. ("Diversified"), pursuant to which: (i) the Company issued
and sold to Diversified 571,429 shares of Common Stock at a price of $7.00 per
share for a total purchase price of $4 million; (ii) the Company issued and sold
to Diversified a convertible subordinated note in the principal amount of $5
million (the "Note"). The Note provides for a variable interest rate of LIBOR
plus 2% and interest thereon is payable on a quarterly basis. The principal of
the Note is due and payable in September 1998. Subject to approval of the
Nevada Gaming Authorities, the Note is convertible into shares of Common Stock
at a conversion price of $7.50 per share; and (iii) Diversified purchased an
additional 182,411 shares of Common Stock privately from The Jansen Trust. The
proceeds of the debt and equity transactions were applied by the Company to
retire certain short-term indebtedness and to enhance its working capital.
COMPETITION
There is intense competition among companies in the gaming industry, many
of which have significantly greater financial resources than the Company. The
Holiday Inn(R) Casino Boardwalk faces competition from all other casinos and
hotels in the Las Vegas area. Hotel room inventory in Las Vegas has expanded
significantly in the recent past, further increasing competition. Indirectly
and to a lesser extent, the Company's operations compete generally with gaming
operations in other parts of the State of Nevada, such as Reno, Laughlin and
Lake Tahoe, with facilities in Atlantic City, New Jersey and other parts of the
world and with state-sponsored lotteries, on-and off-track wagering, card
parlors, riverboat and Native American gaming ventures and other forms of
legalized gambling. Certain states have recently legalized, and several other
states are currently considering legalizing, casino gaming in designated areas.
Legalized casino gaming in other states and on Native American reservations
represents additional competition to the Company and could adversely affect the
Company's operations, particularly if such gaming were to occur in areas close
to the Company's operations.
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<PAGE>
INDEBTEDNESS AND ABILITY TO SERVICE DEBT
As a result of its private placements of $40 Million First Mortgage Notes
in April 1995 and $5 Million Convertible Subordinated Note in September 1996
(the "Notes"), the Company's level of indebtedness could have important
consequences to holders of the Common Stock, including the following: (i) if the
Company is unable to sustain its current level of operations or if the Company
suffers adverse operating results, the Company could prove unable to service
such level of indebtedness; (ii) a substantial portion of the Company's cash
flow from operations may be dedicated to the payment of principal and interest
on its indebtedness and would not be available for other purposes; (iii) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures or acquisitions may be limited; and (iv) the
Company's level of indebtedness could limit its flexibility in planning for, or
reacting to, changes in the gaming industry.
Based upon the Company's current level of operations and anticipated growth
as a result of its business strategy, the Company expects that cash flow from
operations and additional financings in the future will be sufficient to enable
the Company to satisfy its anticipated requirements for operating expenses,
capital expenditures and financing activities, excluding interest and principal
payments on the Notes. If the Company is unable to satisfy such requirements
from these sources, the Company could be required to adopt one or more
alternatives, such as reducing or delaying capital expenditures, refinancing or
restructuring its indebtedness, selling material assets or operations or seeking
additional capital contributions. There can be no assurance that any of such
actions could be effected on satisfactory terms that would enable the Company to
continue to satisfy the Company's capital requirements or that would be
permitted under the terms of the Indenture or any other debt instruments to
which the Company may then be subject.
SINGLE SOURCE OF REVENUE
The Company is currently dependent upon the results of its single gaming
casino and is consequently subject to greater risks, including risks related to
natural disasters and local competitive conditions, than a more geographically
diversified casino operation.
REGULATORY RESTRICTIONS UPON REMEDIES
In the event of a foreclosure sale of the Company's casino under the deed
of trust granted by the Company, Nevada gaming laws and regulations will require
the purchaser or operator of the casino to be licensed under such laws and
regulations, and if the trustee is unable, or chooses not, to sell the casino,
the trustee would be required to retain an entity licensed under the Nevada
gaming laws and regulations to conduct gaming operations at the casino. These
licensing requirements of the Nevada Gaming Authorities may limit the number of
potential bidders for the casino and may delay the sale thereof, either of which
could adversely affect the sales price of the casino in the event of a
foreclosure.
RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS
The terms of the Indenture governing the Notes include significant
restrictive financial and operating covenants. The ability of the Company to
make payments of principal and interest on its indebtedness and to comply with
the restrictive covenants is dependent upon its future business performance,
which is subject to financial, economic, competitive, regulatory and other
factors, many of which are beyond the Company's control. Failure to comply with
such covenants could lead to an
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<PAGE>
acceleration of such indebtedness. In such a case, there can be no assurance
that the Company would have sufficient resources to repay the principal and
interest on the Notes. In addition, the Notes are secured by, among other
things, a first mortgage on the casino and hotel and related assets. If an Event
of Default (as defined) occurs with respect to the Notes, whether prior to or
after completion of construction, there can be no assurance that the liquidation
of the collateral securing the Notes would produce proceeds in an amount
sufficient to pay the principal of or accrued interest on the Notes.
ADDITIONAL FINANCING
Future expansion of the Company's gaming activities may require substantial
amounts of capital. However, the availability of additional financing may
affect the Company's ability to further expand its current facilities. There
can be no assurance that funds for such expansions, whether from equity or debt
financings or other sources, will be available or, if available, will be on
terms satisfactory to the Company.
GENERAL ECONOMIC RISKS
The Company's current and future business plan is dependent, in large part,
on the state of the gaming industry. Adverse changes in general and local
economic conditions may adversely impact investments in gaming enterprises.
These conditions and other factors beyond the Company's control include: (i) the
ability of the Company to operate the casino; (ii) competition from other
hospitality and entertainment properties; (iii) changes in regional and local
population and disposable income composition; (iv) the need for renovations,
refurbishment and improvements; (v) unanticipated increases in operating costs;
(vi) changes in federal, state, local and Indian tribal laws, rules and
regulations; (vii) legal restrictions as to the use of signs, billboards and
other forms of road sign advertising typically utilized in marketing gaming
operations; (viii) restrictive changes in zoning and similar land use laws and
regulations or in health, safety and environmental laws, rules and regulations;
(ix) the inability to secure property and liability insurance to fully protect
against all losses, or to obtain such insurance at reasonable costs; (x) the
exercise of the power of eminent domain; (xi) seasonality; (xii) changes or
cancellation in local tourist, athletic or cultural events; and (xiii) changes
in travel patterns or preferences, among other factors.
GAMING REGULATION
The ownership and operation of a gaming casino is subject to extensive
federal, state and local regulations. The State of Nevada and the applicable
local authorities require various licenses, permits and approvals to be held by
the Company. The Nevada Gaming Commission may, among other things, revoke the
license of any entity licensed as a gaming corporation or the registration of
any entity registered as a holding company of a gaming corporation and may also
revoke the license of any individual licensed as an officer, director, control
person or stockholder of a licensed or registered entity. To date, the Company
has obtained all government licenses, permits and approvals necessary for the
operation of its gaming activities, including the licensing of all stockholders,
officers, directors and employees for whom licensing is required, and the
Company intends to apply for any licenses and approvals that may be required in
the future. However, gaming licenses and related approvals are deemed to be
privileges under Nevada law, and no assurances can be given that any new
licenses, permits or approvals that may be required in the future will be given
or that existing ones will not be revoked. Denial or revocation of any such
license in the future could (and revocation of the Company's license would) have
a material adverse effect on the Company.
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<PAGE>
The Company may not make a public offering of its securities without the
approval of the Nevada Gaming Commission if the securities or proceeds therefrom
are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or retire or extend obligations incurred for such purposes. Such
approval, if given, will not constitute a recommendation or approval of the
investment merits of the securities.
Any beneficial holder of the securities of the Company may be subject to
investigation by the Nevada Gaming Commission if the Nevada Gaming Commission
has reason to believe that such ownership may be inconsistent with the State's
gaming policies. Persons who acquire beneficial ownership of more than certain
designated percentages of the Common Stock may be subject to certain reporting
and qualification procedures established by Nevada law and the regulations of
the Nevada Gaming Commission. In addition, changes in control of the Company
may not occur without the prior approval of the Nevada Gaming Commission. See
"Regulation and Licensing."
CONTROL BY PRINCIPAL STOCKHOLDER
Norbert W. Jansen, the Chief Executive Officer and Chairman of the Board of
Directors of the Company, beneficially owns approximately 42.7% of the
outstanding shares of Common Stock. As a result, he controls the affairs of the
Company, including the election of directors and, except as otherwise provided
by law, other matters submitted to a vote of stockholders, including a merger,
consolidation or sale of the Common Stock, and other matters regarding the
Company.
POSSIBLE EFFECTS OF CERTAIN ARTICLES OF INCORPORATION AND BYLAW PROVISIONS
The Company's Articles of Incorporation and Bylaws contain provisions that
may discourage acquisition bids for the Company. The Company has substantial
authorized but unissued capital stock available for issuance. The Company's
Articles of Incorporation contain provisions which authorize the Board of
Directors, without the consent of stockholders, to issue additional shares of
Common Stock and issue shares of Preferred Stock in series, including
establishment of the voting powers, designations, preferences, limitations,
restrictions and relative rights of each series of Preferred Stock.
Additionally, the Company's Bylaws grant authority to the Board to amend the
Company's Bylaws and empower the Board to increase or decrease the number of
directors and specify that directors will generally hold office until the next
annual meeting of stockholders. These provisions may have the effect, either
alone or in combination with each other, of (i) limiting the price that certain
investors might be willing to pay in the future for the Common Stock, (ii)
delaying, deferring or otherwise discouraging an acquisition or change in
control of the Company deemed undesirable by the Board of Directors or (iii)
adversely affecting the voting power of stockholders who own Common Stock. See
"Description of Securities."
SHARES ELIGIBLE FOR FUTURE SALE
Excluding the 753,840 shares of Common Stock recently acquired by
Diversified, all of the Company's issued and outstanding shares of Common Stock
have either been registered for resale or issued pursuant to a registration
statement or have been held for over three years and are, therefore, currently
available for immediate sale, subject to compliance with Rule 144 by executive
officers and directors of the Company. In addition, the Company has granted
Diversified certain demand registration rights covering its 753,840 shares of
Common Stock. Any future sales of substantial amounts of Common Stock in the
open market or the availability of such shares could adversely affect the market
for the Common Stock.
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<PAGE>
ABSENCE OF CASH DIVIDENDS
The Board of Directors does not anticipate paying cash dividends on the
Common Stock for the foreseeable future and intends to retain any future
earnings to finance the growth of the Company's business. Payment of dividends,
if any, will depend, among other factors, on earnings, capital requirements and
the general operating and financial condition of the Company.
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<PAGE>
REGULATION AND LICENSING
The ownership and operation of casino gaming facilities in Nevada are
subject to (i) the Nevada Gaming Control Act and the regulations promulgated
thereunder (the "Nevada Act") and (ii) various local regulations. The Company's
gaming operations are subject to the licensing and regulatory control of the
Nevada Gaming Commission (the "Nevada Commission"), the Nevada State Gaming
Control Board (the "Nevada Board") and the Clark County Liquor and Gaming
Licensing Board (the "CCB"). The Nevada Commission, the Nevada Board and the
CCB are collectively referred to as the "Nevada Gaming Authorities."
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy that are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) providing a source of state and local revenues
through taxation and licensing fees. Change in such laws, regulations and
procedures could have an adverse effect on the Company's gaming operations.
The Company is required to be licensed by the Nevada Gaming Authorities.
The gaming licenses require the periodic payment of fees and taxes and are not
transferable. The Company is also required to be registered by the Nevada
Commission as a publicly traded corporation ("Registered Corporation") and as
such, it is required periodically to submit detailed financial and operating
reports to the Nevada Commission and furnish any other information that the
Nevada Commission may require.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company in order to
determine whether such individual is suitable or should be licensed as a
business associate of a gaming licensee. Officers, directors and certain key
employees of the Company must file applications with the Nevada Gaming
Authorities and may be required to be licensed or found suitable by the Nevada
Gaming Authorities. The Nevada Gaming Authorities may deny an application for
licensing for any cause which they deem reasonable. A finding of suitability is
comparable to licensing, and both require submission of detailed personal and
financial information followed by a thorough investigation. An applicant for
licensing or an applicant for a finding of suitability must pay all costs of the
investigation. Changes in licensed positions must be reported to the Nevada
Gaming Authorities and in addition to their authority to deny an application for
a finding of suitability or licensing, the Nevada Gaming Authorities have the
jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company, the Company would have to sever all relationships
with such person. In addition, the Nevada Commission may require the Company to
terminate the employment of any person who refused to file appropriate
applications. Determinations of suitability or questions pertaining to
licensing are not subject to judicial review in Nevada.
The Company is required to submit detailed financial and operating reports
to the Nevada Commission. Substantially all material loans, leases, sales of
securities and similar financing transactions of the Company must be reported
to, or approved by, the Nevada Commission.
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If it were determined that the Nevada Act was violated by the Company, the
gaming licenses it holds could be limited, conditioned, suspended or revoked,
subject to compliance with certain statutory and regulatory procedures. In
addition, the Company and the persons involved could be subject to substantial
fines for each separate violation of the Nevada Act at the discretion of the
Nevada Commission. Further, a supervisor could be appointed by the Nevada
Commission to operate the Company's gaming property and, under certain
circumstances, earnings generated during the supervisor's appointment (except
for the reasonable rental value of the gaming property) could be forfeited to
the State of Nevada. Limitation, conditioning or suspension of any gaming
license of the Company or the appointment of a supervisor could (and revocation
of any gaming license would) have a material adverse effect on the Company's
gaming operations.
Any beneficial holder of Common Stock or any other voting security of the
Company ("Company Voting Securities") regardless of the number of shares owned,
may be required to file an application, be investigated, and have such person's
suitability as a beneficial holder of Company Voting Securities determined if
the Nevada Commission has reason to believe that such ownership would otherwise
be inconsistent with the declared policies of the State of Nevada. The
applicant must pay all costs of the investigation incurred by the Nevada Gaming
Authorities in conducting any such investigation.
The Nevada Act requires any person who acquires beneficial ownership of
more than 5% of Company Voting Securities to report the acquisition to the
Nevada Commission. The Nevada Act requires that beneficial owners of more than
10% of Company Voting Securities apply to the Nevada Commission for a finding of
suitability within thirty days after the Chairman of the Nevada Board mails the
written notice requiring such filing. Under certain circumstances, an
"institutional investor," as defined in the Nevada Act, which acquires
beneficial ownership of more than 10%, but not more than 15%, of Company Voting
Securities may apply to the Nevada Commission for a waiver of such finding of
suitability if such institutional investor holds Company Voting Securities for
investment purposes only. An institutional investor shall not be deemed to hold
Company Voting Securities for investment purposes unless Company Voting
Securities were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the Board of Directors
of the Company, any change in the Company's corporate charter, bylaws,
management, policies or operations of the Company, or any other action which the
Nevada Commission finds to be inconsistent with holding Company Voting
Securities for investment purposes only. Activities which are not deemed to be
inconsistent with holding voting securities for investment purposes only
include: (i) voting on all matters voted on by stockholders; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable is a
corporation, partnership, limited partnership, limited liability company or
trust, it must submit detailed business and financial information including a
list of beneficial owners. The applicant is required to pay all costs of
investigation. Norbert W. Jansen, the Company's largest stockholder, has been
found suitable as a controlling stockholder of the Company.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or
by the Chairman of the Nevada Board may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of Company Voting
Securities beyond such period of time as may be prescribed by the Nevada
Commission may be guilty of a criminal offense. The Company is subject to
disciplinary action if, after it receives notice that a person is unsuitable to
be a stockholder or to have any other relationship with the Company, the Company
(i) pays that person any dividend or interest upon any
-10-
<PAGE>
Company Voting Securities; (ii) allows that person to exercise, directly or
indirectly, any voting right conferred through securities held by that person;
(iii) pays remuneration in any form to that person for services rendered or
otherwise; or (iv) fails to pursue all lawful efforts to require such unsuitable
person to relinquish the voting securities for cash at fair market value.
Additionally, the CCB has the authority to approve all persons owning or
controlling the stock of any corporation controlling a gaming licensee.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Corporation to file applications, be investigated
and be found suitable to own such debt security of a Registered Corporation. If
the Nevada Commission determines that a person is unsuitable to own such
security, then pursuant to the Nevada Act, the Registered Corporation can be
sanctioned, including the loss of its approvals, if without the prior approval
of the Nevada Commission, it (i) pays to the unsuitable person any dividend,
interest or any distribution whatsoever; (ii) recognizes any voting right by
such unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment to the
unsuitable person by way of principal, redemption, conversion, exchange,
liquidation or similar transaction.
The Company is required to maintain a current stock ledger in Nevada which
may be examined by the Nevada Gaming Authorities at any time. If any securities
are held in trust by an agent or by a nominee, the record holder may be required
to disclose the identity of the beneficial owner to the Nevada Gaming
Authorities. A failure to make such disclosure may be grounds for finding the
record holder unsuitable. The Company is also required to render maximum
assistance in determining the identity of the beneficial owner of any Company
Voting Securities. The Nevada Commission has the power to require the Company's
stock certificates to bear a legend indicating that the securities are subject
to the Nevada Act. However, to date, the Nevada Commission has not imposed such
a requirement on the Company.
The Company may not make a public offering of its securities without the
prior approval of the Nevada Commission if the securities or the proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. Any approval, if granted, does not constitute a finding,
recommendation or approval of the Nevada Gaming Authorities as to the accuracy
or adequacy of the prospectus or the investment merits of the securities offered
thereby. Any representation to the contrary is unlawful.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby such person obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such Registered
Corporation. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada gaming licenses, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances,
-11-
<PAGE>
required from the Nevada Commission before the Company can make exceptional
repurchases of voting securities above the current market price thereof and
before a corporate acquisition opposed by management can be consummated. The
Nevada Act also requires prior approval of a plan of recapitalization proposed
by the Company's Board of Directors in response to a tender offer made directly
to its stockholders for the purpose of acquiring control of the Company.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Company's operations are conducted. Depending
upon the particular fee or tax involved, these fees and taxes are payable either
monthly, quarterly or annually and are based upon either: (i) a percentage of
the gross revenues received; (ii) the number of gaming devices operated; or
(iii) the number of table games operated. A casino entertainment tax is also
paid by casino operators where entertainment is furnished in connection with the
selling of food or refreshments. Nevada Corporate Licensees that hold a license
as an operator of a slot route, or a manufacturer's or distributor's license
also pay certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed, registered, required
to be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada is required to deposit with the Nevada Board, and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation by
the Nevada Board of the Licensee's participation in such foreign gaming. The
revolving fund is subject to increase or decrease in the discretion of the
Nevada Commission. Thereafter, Licensees are required to comply with certain
reporting requirements imposed by the Nevada Act. A Licensee is also subject to
disciplinary action by the Nevada Commission if it knowingly violates any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fails to
conduct the foreign gaming operation in accordance with the standards of honesty
and integrity required of Nevada gaming operations, engages in activities that
are harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employs a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal unsuitability.
The sale of alcoholic beverages by the Company is subject to licensing,
control and regulation by applicable local regulatory agencies. All licenses
are revocable and are not transferable. The agencies involved have full power
to limit, condition, suspend or revoke any such license, and any such
disciplinary action could (and revocation would) have a material adverse effect
upon the operations of the Company.
-12-
<PAGE>
USE OF PROCEEDS
The Company will not receive any part of the proceeds from the sale of the
Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The Shares offered hereby may be offered for sale from time to time by the
Selling Stockholders. The following table provides certain information with
respect to the shares of Common Stock of the Company (including the Shares) held
by each Selling Stockholder.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
NUMBER OF SHARES NUMBER OF SHARES AFTER THE OFFERING(1)
NAME OF BENEFICIALLY OWNED REGISTERED FOR -------------------------
SELLING SHAREHOLDER AS OF OCTOBER 31, 1996 SALE HEREBY NUMBER PERCENT
- ------------------- ---------------------- ---------------- -------------------------
<S> <C> <C> <C> <C>
Tina Hunt Coots 20,000 20,000 0 -
James D. Hunt, Jr. 20,000 20,000 0 -
James D. Hunt 56,000 40,000 16,000 *
Glenna K. Hunt 20,000 20,000 0 -
Carl Arfa and 10,000 10,000 0 -
Judith Arfa
Grove, Inc. 40,000 40,000 0 -
- ----------
</TABLE>
* Represents beneficial ownership of less than 1% of the outstanding shares of
Common Stock.
(1) Assumes the sale of all the Shares offered hereby.
PLAN OF DISTRIBUTION
The Company will receive none of the proceeds from this offering. The
Shares may be sold from time to time to purchasers directly by any of the
Selling Stockholders. Alternatively, the Selling Stockholders may from time to
time offer the Shares through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders or the purchasers of Shares for whom they may act
as agent. The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of Shares may be deemed to be "underwriters"
within the meaning of the Securities Act and any profit on the sale of Shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
At the time a particular offering of Shares is made, a Prospectus
Supplement, if required, will be distributed which will set forth the number of
Shares being offered and the terms of the offering, including the name or names
of any underwriters, dealers or agents, any discounts, commissions and other
terms
-13-
<PAGE>
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers. The Selling
Stockholders may use brokers or dealers in connection with the sale of Shares
contemplated by this Prospectus and such brokers or dealers may receive fees or
commissions in connection therewith. The Shares may be sold from time to time in
one or more transactions at a fixed offering price, which may be changed, at
varying prices (including market prices or prices related thereto) determined at
the time of sale or at negotiated prices.
To comply with the securities laws of certain jurisdictions, if applicable,
the Shares will be offered or sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain jurisdictions the
Shares may not be offered or sold unless they have been registered or qualified
for sale in such jurisdictions or an exemption from registration or
qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Stock of the Company may not
simultaneously engage in market-making activities with respect to such Common
Stock of the Company during such distribution or for a period of two business
days prior to the commencement of such distribution. In addition to 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 Rules 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sales of any of the Common Stock of the Company by
the Selling Stockholders.
The Company will pay the expenses incident to the offering and sale of the
Shares to the public, other than commissions, concessions and discounts of
underwriters, dealers or agents.
LEGAL MATTERS
The validity of the shares offered hereby has been passed on for the
Company by Andrew N. Bernstein, P.C., 5445 DTC Parkway, Suite 520, Greenwood
Village, Colorado 80111.
EXPERTS
The financial statements incorporated by reference in this Prospectus and
elsewhere in the Registration Statement, to the extent and for the periods
indicated in their reports, have been audited by Coopers & Lybrand L.L.P.,
independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in auditing and accounting.
-14-
<PAGE>
================================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY STATE OR OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
Page
----
Available Information..... 2
Incorporation of Certain
Documents by Reference.. 2
The Company............... 3
Risk Factors.............. 4
Regulation and Licensing.. 9
Use of Proceeds........... 13
Selling Stockholders...... 13
Plan of Distribution...... 13
Legal Matters............. 14
Experts................... 14
150,000 SHARES OF
COMMON STOCK
BOARDWALK
CASINO, INC.
-------------------
PROSPECTUS
-------------------
NOVEMBER __, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration Fee........... $ 296
*Printing Expenses............. 2,000
*Legal Fees and Expenses....... 15,000
*Accounting Fees and Expenses.. 7,500
*Miscellaneous Expenses........ 204
-------
TOTAL..................... $25,000
-------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Revised Statutes and Article IV of the Company's
Restated Articles of Incorporation contain provisions for indemnification of
officers, directors, employees and agents of the Company. The Restated Articles
of Incorporation require the Company to indemnify such persons to the full
extent permitted by Nevada law. Each person will be indemnified in any
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interest of the Company.
Indemnification would cover expenses, including attorney's fees, judgments,
fines and amounts paid in settlement.
The Company's Restated Articles of Incorporation also provide that the
Company's Board of Directors may cause the Company to purchase and maintain
insurance on behalf of any present or past director or officer insuring against
any liability asserted against such person incurred in the capacity of director
or officer or arising out of such status, whether or not the Company would have
the power to indemnify such person. The Company may seek to obtain directors'
and officers' liability insurance.
ITEM 16. EXHIBITS
5.1 Opinion of Andrew N. Bernstein, P.C., securities counsel for the
Registrant, as to the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent public accountants.
23.2 Consent of Andrew N. Bernstein, P.C. (included in their opinion filed
as Exhibit 5.1).
ITEM 17. UNDERTAKINGS.
(A) RULE 415 OFFERINGS.
The undersigned small business issuer hereby undertakes that it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to include any additional or changed material information on the plan
of distribution.
II-1
<PAGE>
(2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(B) REQUEST FOR ACCELERATION OF EFFECTIVE DATE.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer 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 small business issuer 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-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-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 October 31, 1996.
_________________
BOARDWALK CASINO, INC.
(Registrant)
By: /s/ FORREST J. WOODWARD
--------------------------------------
Forrest J. Woodward, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ NORBERT W. JANSEN Chief Executive Officer and 10/31/96
- --------------------- ----------------
Norbert W. Jansen Chairman of the Board of Directors
/s/ AVIS P. JANSEN Vice President and Director 10/31/96
- --------------------- ----------------
Avis P. Jansen
/s/ LOUIS J. SPOSATO Chief Financial Officer, 10/31/96
- --------------------- -----------------
Louis J. Sposato Secretary, Treasurer and
Director
/s/ JAMES SCIBELLI Director 10/31/96
- --------------------- -----------------
James Scibelli
/s/ KEVEN J. PICARDO Director 10/31/96
- --------------------- -----------------
Keven J. Picardo
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
5.1 Opinion of Andrew N. Bernstein, P.C., securities counsel
for the Registrant, as to the legality of the securities
being registered........................................ 22
23.1 Consent of Coopers & Lybrand L.L.P., independent public
accountants............................................. 24
<PAGE>
[LETTERHEAD OF ANDREW N. BERNSTEIN, P.C. APPEARS HERE]
October 31, 1996
Boardwalk Casino, Inc.
3750 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Boardwalk Casino, Inc.
Registration Statement on Form S-3
File No. 333-_______
Gentlemen:
We have acted as securities counsel to Boardwalk Casino, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of the above-
referenced Registration Statement on Form S-3 (the "Registration Statement"), to
be filed by the Company with the Securities and Exchange Commission (the
"Commission") on or about October 31, 1996. The Registration Statement relates
to the registration under the Securities Act of 1933, as amended (the "Act"), of
150,000 shares of Common Stock, $.001 par value (the "Shares"), to be sold on
behalf of the Selling Stockholders. Capitalized terms used herein and not
otherwise defined have the meanings given to them in the Registration Statement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Restated Articles of Incorporation and the Bylaws of the Company, (ii)
certain resolutions of the Board of Directors of the Company relating to the
registration of the Shares, (iii) the Registration Statement, and (iv) such
other documents as we have deemed necessary or appropriate as bases for the
opinion set forth below. In such examination, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the practice of law in the State of
Colorado, and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been validly issued and fully paid and are nonassessable under Nevada law.
<PAGE>
Boardwalk Casino, Inc.
October 31, 1996
Page 2
This opinion is furnished to you solely for your benefit in connection with the
filing of the Registration Statement and is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. We
also consent to the reference to our firm under the caption "Legal Matters" in
the Registration Statement. In giving this consent, we do not thereby 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 Commission.
Very truly yours,
/s/ ANDREW N. BERNSTEIN, P.C.
Andrew N. Bernstein, P.C.
ANB/tkm
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated December 14, 1995, except for note 14 as to which
the date is January 10, 1996, on our audits of the financial statements of
Boardwalk Casino, Inc. as of and for the years ended September 30, 1995 and
1994, included in the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1995. We also consent to the reference to our firm under the
caption "Experts".
/s/ Coopers & Lybrand, L.L.P.
- -----------------------------
COOPERS & LYBRAND, L.L.P.
Las Vegas, Nevada
October 30, 1996
