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As filed with the Securities and Exchange Commission on June 5, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
COLORADO GAMING & ENTERTAINMENT CO.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1246293
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
UNION TERRACE
12596 WEST BAYAUD AVENUE, SUITE 450
LAKEWOOD, COLORADO 80228
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(Address of Principal Executive Offices)(Zip Code)
__________
COLORADO GAMING & ENTERTAINMENT CO. MANAGEMENT INCENTIVE
AND NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
__________
STEPHEN J. SZAPOR, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COLORADO GAMING & ENTERTAINMENT CO.
UNION TERRACE
12596 WEST BAYAUD AVENUE, SUITE 450
LAKEWOOD, COLORADO 80228
__________
TELEPHONE: (303) 716-5600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
Steven E. Segal
LeBoeuf, Lamb, Greene & MacRae
633 Seventeenth Street, Suite 2000
Denver, Colorado 80202
Telephone: (303) 291-2600
CALCULATION OF REGISTRATION FEE
<TABLE>
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered price per share(1) aggregate offering price(1) registration fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 416,667 $4.25 $1,770,834.75 $536.62
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</TABLE>
(1) Calculated pursuant to Rule 457(h), based on an assumed price of $4.25 per
share, which represents the most recent sale of the common stock as
reported on the Nasdaq Bulletin Board, which was on April 22, 1997.
(2) Registration fee is calculated on the basis of 1/33 of 1% of the
proposed maximum aggregate offering price of $1,770,835.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Registrant's Annual Reprot on Form 10-K for the
fiscal year ended December 31, 1996 (File No.0-28068).
(b) The following report 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: The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997 (File No.0-28068).
(c) The description of the Registrant's Common Stock
contained in the Registrant's Report on Form 10/A filed April 13, 1996
pursuant to Section 12(g) of the Exchange Act.
All reports and other 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 which indicates that all securities
then offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein 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 document which also is incorporated or 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 Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Amended and Restated
Certificate of Incorporation of the Registrant provides that the personal
liability of its directors shall be limited to the fullest extent permitted by
applicable law.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting Delaware corporations to indemnify directors,
officers, employees or agents against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person was or is a director, officer, employee
or agent of the corporation provided that (i) such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interest and (ii) in the case of a criminal proceeding
such person had no reasonable cause to believe his or her conduct was
unlawful. In the case of actions or suits by or in the right of the
corporation, no indemnification shall be made in a case in which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or
suit was brought shall have determined upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses.
Indemnification as described above shall only be granted in a specific case
upon a determination that indemnification is proper in the circumstances
because the indemnified person has met the applicable standard of conduct.
Such determination shall be made (a) by a majority of a quorum of directors
who were not parties to such proceeding, (b) if such quorum cannot be
obtained or if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion or (c) by the stockholders of the
corporation. The Amended and Restated Certificate of Incorporation and the
By-Laws of the Registrant provide for indemnification of its directors and
officers to the fullest extent permitted by applicable law.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(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 the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of any employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT
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 Lakewood, State of Colorado, on the 5th day of June,
1997.
COLORADO GAMING & ENTERTAINMENT CO.
By: /s/ STEPHEN J. SZAPOR, JR.
--------------------------------
Stephen J. Szapor, Jr.,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen J. Szapor, Jr. and Alan L. Mayer and
each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his 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 on Form S-8 has been signed by the following persons
in the capacities and as of the date indicated.
Signature Title Date
--------- ----- ----
/s/ STEPHEN J. SZAPOR, JR. Chief Executive Officer and June 5, 1997
- ------------------------------- President
Stephen J. Szapor, Jr.
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<PAGE>
/s/ FRANKLIN S. WIMER Director June 5, 1997
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Franklin S. Wimer
/s/ STEVE LEONARD Director June 5, 1997
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Steve Leonard
/s/ PHILIP J. DIBERARDINO Director June 5, 1997
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Philip J. DiBerardino
/s/ MARK VAN HARTSEVELT Director June 5, 1997
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Mark Van Hartsevelt
/s/ ROBERT J. STEPHENS Vice President of Finance June 5, 1997
- ------------------------------- (Principal Financial Officer
Robert J. Stephens and Principal Accounting
Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Colorado Gaming & Entertainment Co. Management Incentive and
Non-Employee Director Stock Plan (incorporated by reference to
Exhibit 10.25 to the Company's Registration Statement on Form 10
(File No. 0-28068)).
24.1 Consent of Arthur Andersen LLP
25.1 Powers of Attorney -- included in Part II of Registration Statement.
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CONSENT OF ARTHUR ANDERSEN LLP
------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement (Form S-8) of our
report dated March 21, 1997 included in Colorado Gaming & Entertainment Co.'s
Annual Report on Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
June 5, 1997
