As filed with the Securities and Exchange Commission on April 28, 1997.
Registration No. 33- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAUL-SON GAMING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-0310433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2121 INDUSTRIAL ROAD, LAS VEGAS, NEVADA 89102
(Address of Principal Executive Offices) (Zip Code)
PAUL-SON GAMING CORPORATION 1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
ERIC P. ENDY
PAUL-SON GAMING CORPORATION
2121 INDUSTRIAL ROAD, LAS VEGAS, NEVADA 89102
(Name and address of agent for service)
(702) 384-2425
(Telephone number, including area code, of agent for service)
COPY TO:
MICHAEL J. BONNER, ESQ.
SHERWOOD N. COOK, ESQ.
KUMMER KAEMPFER BONNER & RENSHAW
3800 HOWARD HUGHES PARKWAY
SEVENTH FLOOR
LAS VEGAS, NEVADA 89109
(702) 792-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
<F1> PER UNIT <F2> PRICE <F2> FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 500,000 $9.375 $4,687,317 $1,421
<FN>
<F1> Represents the maximum number of shares which may be
distributed pursuant to this registration statement.
<F2> Computed pursuant to Rule 457(h) solely for purposes of
determining the registration fee, based upon the price at
which options to purchase shares outstanding as of the date
hereof may be exercised (115,000 shares at $7.50 per share,
20,000 shares at $8.00 per share, 134,000 shares at $8.063
per share, 116,000 shares at $10.75 per share, 100,000 shares
at $11.50 per share, and 11,000 shares at $12.125 per share)
and, with respect to the balance of the shares, the average
of the high and low sale price of the Registrant's common
stock as reported on the Nasdaq National Market on April
21, 1997 ($13.875).
</FN>
</TABLE>
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<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed
pursuant to General Instruction E to Form S-8 to register 500,000
additional securities (the "Shares") of the same class as those
securities for which a registration statement filed on Form S-8
relating to Paul-Son Gaming Corporation 1994 Long-Term Incentive
Plan (the "Plan") is effective. The Shares are the result of an
amendment (the "Amendment") to the Plan which increased the
amount of Paul-Son Gaming Corporation (the "Company") Common
Stock reserved for issuance under the Plan from a total of
500,000 shares to a total of 1,000,000 shares. The Amendment was
adopted by the Company's board of directors on July 29, 1996 and
approved by the Company's stockholders on October 17, 1996.
Pursuant to General Instruction E to Form S-8, except as
otherwise provided herein, the contents of the Company
registration statement on Form S-8 (Registration No. 33-84726),
filed with the Securities and Exchange Commission on October 4,
1994 and relating to the Plan, are hereby incorporated by this
reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw as to the
legality of the Shares being registered.
10.01 Paul-Son Gaming Corporation 1994 Long-Term Incentive
Plan.
23.01 Consent of Deloitte & Touche LLP.
23.02 Consent of McGladrey & Pullen, LLP.
23.03 Consent of Kummer Kaempfer Bonner & Renshaw (contained
in Exhibit 5.01).
24.01 Power of Attorney, contained on page 3.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
(the "Securities Act"), the registrant certifies that it has
reasonable grounds to believe that it meets all 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 April 28, 1997.
Paul-Son Gaming Corporation
By: /s/ Paul S. Endy
Paul S. Endy
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The undersigned directors and officers of Paul-Son Gaming
Corporation hereby appoint Eric P. Endy or Laurence A. Speiser as
attorney-in-fact for the undersigned, with full power of
substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act any and all amendments
(including post-effective amendments) and exhibits to this
registration statement and any and all applications and other
documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby,
with full power and authority to do and perform any and all acts
and things whatsoever requisite and necessary or desirable,
hereby ratifying and confirming all that said attorney-in-fact,
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Paul S. Endy Chairman of the Board of Directors April 28, 1997
Paul S. Endy and Chief Executive Officer
(Principal Executive Officer)
/s/ Eric P. Endy President and Director April 28, 1997
Eric P. Endy
/s/ Kirk Scherer Treasurer and Chief Financial April 28, 1997
Kirk Scherer Officer (Principal Financial and
Accounting Officer)
-3-
<PAGE>
SIGNATURE TITLE DATE
/s/ Laurence A. Speiser Secretary and Director April 28, 1997
Laurence A. Speiser
/s/ Jerry G. West Director April 28, 1997
Jerry G. West
/s/ Richard W. Scott Director April 28, 1997
Richard W. Scott
/s/ Martin S. Winick Director April 28, 1997
Martin S. Winick
-4-
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw 6
re: legality of the Shares being registered.
10.01 Paul-Son Gaming Corporation 1994 Long-Term 8
Incentive Plan.
23.01 Consent of Deloitte & Touche LLP. 19
23.02 Consent of McGladrey & Pullen, LLP. 21
23.03 Consent of Kummer Kaempfer Bonner & Renshaw
(contained in Exhibit 5.01).
24.01 Power of Attorney, contained on page 3.
-5-
</TABLE>
EXHIBIT 5.01
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<PAGE>
[ORIGINAL PRINTED ON LETTERHEAD OF
KUMMER KAEMPFER BONNER & RENSHAW]
April 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: PAUL-SON GAMING CORPORATION
1994 LONG-TERM INCENTIVE PLAN
FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
As outside counsel to Paul-Son Gaming Corporation, a Nevada
corporation (the "Company"), we are rendering this opinion in
connection with the registration by the Company of 500,000
additional shares (the "Shares") of common stock, $.01 par value,
of the Company and the proposed sale thereof. The Shares are to
be issued and sold in connection with the Paul-Son Gaming
Corporation 1994 Long-Term Incentive Plan (the "Plan") as last
amended by the Company's board of directors on July 29, 1996,
which amendments were approved by the Company's stockholders on
October 17, 1996.
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the limitations
hereinabove provided, we are of the opinion that such Shares are
validly authorized shares of common stock of the Company, and
when issued in conformance with the terms of the Plan and the
individual option grants issued under the Plan, upon receipt of
payment therefor, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of the foregoing opinion as
an exhibit to the above-referenced registration statement filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and to the use of our name in such
registration statement.
Very truly yours,
/s/ Kummer Kaempfer Bonner & Renshaw
KUMMER KAEMPFER BONNER & RENSHAW
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EXHIBIT 10.01
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<PAGE>
PAUL-SON GAMING CORPORATION
1994 LONG-TERM INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS JANUARY 31, 1994
AMENDED BY THE BOARD OF DIRECTORS AUGUST 24, 1994
APPROVED BY THE STOCKHOLDERS OCTOBER 5, 1994
FURTHER REVISED BY THE BOARD OF DIRECTORS ON JULY 29, 1996
REVISIONS APPROVED BY THE STOCKHOLDERS OCTOBER 17, 1996
1. PURPOSE
The 1994 Long-Term Incentive Plan (the "Plan") is intended
to promote the interests of Paul-Son Gaming Corporation and its
subsidiaries (collectively the "Corporation") by offering those
executive officers, key employees and outside consultants of the
Corporation who are primarily responsible for the management,
growth and success of the business of the Corporation, the
opportunity to participate in a long-term incentive plan designed
to reward them for their services and to encourage them to
continue in the employ of or to provide services to the
Corporation.
2. DEFINITIONS
For all purposes of this Plan, the following terms shall
have the following meanings:
"Common Stock" means Paul-Son Gaming Corporation common
stock, $.01 par value.
"ISO" means incentive stock options qualified under
Section 422 of the Internal Revenue Code of 1986, as amended.
"Non-statutory Options" means stock options not qualified
under Section 422 of the Internal Revenue Code of 1986, as
amended.
"Paul-Son" means Paul-Son Gaming Corporation.
"Restricted Shares" means shares of Common Stock which have
not been registered under federal securities law.
"Subsidiary" means any company of which Paul-Son Gaming
Corporation owns, directly or indirectly, the majority of the
combined voting power of all classes of stock.
3. ADMINISTRATION
The Plan shall be administered by a Committee (the
"Committee") of not less than two non-employee directors of Paul-
Son selected by, and serving at the pleasure of, Paul-Son's Board
<PAGE>
of Directors ("Paul-Son Board"). Directors who are also
employees of Paul-Son or any Subsidiary, or who have been such
employees within one year, may not serve on the Committee. Such
non-employee directors shall be "disinterested" directors as
provided under Rule 16b-3(c)(2)(i) of the Securities Exchange Act
of 1934 ("Exchange Act").
Initially, the Company or Subsidiary will recommend to the
Committee persons to whom awards may be granted. The Committee
then shall have the authority, subject to the terms of the Plan,
to determine, based upon recommendations, the persons to whom
awards shall be granted ("Participants") the number of shares
covered by each award, the time or times at which awards shall be
granted, the timing of when awards shall vest, and the terms and
provisions of the instruments by which awards shall be evidenced,
and to interpret the Plan and make all determinations necessary
or to a person advisable for its administration. The Committee
shall notify the Paul-Son Board of all decisions concerning
awards granted to Participants under the Plan, the interpretation
thereof, and determinations concerning its administration.
Notwithstanding the foregoing, the initial grants of Non-
statutory Options under this Plan and the terms of such grants,
shall be as set forth in "Schedule A" attached hereto and
incorporated herein by this reference; and such grants shall not
be modified or amended except in accordance with Section 9 or
with the consent of the respective Participants.
4. ELIGIBILITY
Only persons who are employees, outside consultants,
officers or employee-directors of the Corporation or of any
Subsidiary shall be granted awards. An ISO may not be issued to
a person who, at the time of grant is a non-employee of the
Corporation or to a person who owns stock of the Corporation
possessing more than 10% of the total combined voting power of
all classes of stock of the Corporation or a subsidiary.
5. STOCK SUBJECT TO THE PLAN
The stock from which awards may be granted shall be shares
of Common Stock. When Restricted Shares are vested or when
options are exercised, Paul-Son may either issue authorized but
unissued Common Stock or Paul-Son may transfer issued Common
Stock held in its treasury. Each of the respective boards of
Paul-Son and Subsidiaries will fund the Plan to the extent so
required to provide Common Stock for the benefit of Participants.
The total number of shares of Common Stock which may be granted
as Restricted Shares or stock options shall not exceed, in the
aggregate, 1,000,000 shares in total. Any Restricted Shares
awarded and later forfeited are again subject to award under the
Plan. If an option expires, or is otherwise terminated prior to
its exercise, the shares of Common Stock covered by such an
option immediately prior to such expiration or other termination
shall continue to be available for grant under the Plan.
6. GRANTING OF OPTIONS
The date of grant of options to Participants under the Plan
will be the date on which the options are awarded by the
Committee. The grant of any option to any Participant shall
neither entitle nor disqualify such Participant from
participating in any subsequent grant of options.
2
<PAGE>
7. TERMS AND CONDITIONS OF OPTIONS
Options shall be designated Non-statutory Options or ISOs
and shall be evidenced by written instruments approved by the
Committee. Such instruments shall conform to the following terms
and conditions:
7.1 Option Price
The option price per share for an option shall be the fair
market value of the Common Stock underlying the option on the day
the option is granted. Fair market value shall be an amount
equal to the initial public offering price of the Common Stock or
the last reported sale price of the Common Stock on such date on
the Nasdaq National Market, or such other stock exchange on which
the Common Stock may be listed from time to time. The option
price shall be paid (i) in cash or (ii) in Common Stock,
including Common Stock underlying the option being exercised,
having a fair market value equal to such option price or (iii) in
a combination of cash and Common Stock, including Common Stock
underlying the option being exercised. The fair market value of
Common Stock delivered to the Corporation pursuant to the
immediately preceding sentence shall be determined on the basis
of the last reported sale price of the Common Stock on the
Nasdaq National Market on the day of exercise or, if there was no
such sale price on the day of exercise, on the day next preceding
the day of exercise on which there was such a sale.
7.2 Term and Exercise of Options
No option shall be exercisable sooner than six months and
one day from the date of grant.
Except in special circumstances, each option shall expire on
the tenth anniversary of the date of its grant and shall be
exercisable according to a vesting schedule to be determined by
the Committee. However the Committee may include in any option
instrument, initially or by amendment at any time, a provision
making any installment or installments exercisable at such
earlier date, if the Committee deems such provision to be in the
interests of the Corporation or necessary to realize the
reasonable expectation of the optionee.
After becoming exercisable, each installment shall remain
exercisable until expiration or termination of the option. After
becoming exercisable an option may be exercised by the optionee
from time to time, in whole or part, up to the total number of
shares with respect to which it is then exercisable. The
Committee may provide that payment of the option exercise price
may be made following delivery of the certificate for the
exercised shares.
Upon the exercise of a stock option, the purchase price will
be payable in full in cash or Common Stock, or a combination
thereof, as provided in Paragraph 7.1. Any shares of Common
Stock so assigned and delivered to Paul-Son or the Subsidiary, as
applicable, in payment or partial payment of the purchase price
will be valued at Fair Market Value on the exercise date. Upon
the exercise of an option, Paul-Son or a Subsidiary, as
applicable, shall withhold from the shares of Common Stock to be
issued to the Participant the number of shares necessary to
satisfy Paul-Son's or the Subsidiary's, as applicable, obligation
to withhold federal taxes, such determination to be based on the
shares' Fair Market Value on the date of exercise.
3
<PAGE>
7.3 Termination of Employment or Association
If an optionee ceases, other than by reason of death or
retirement as determined under any of the Corporation's pension
plans, if any, to be employed or associated with the Corporation,
all options granted to such optionee and exercisable on the date
of termination of employment or association shall expire on the
earlier of (i) the tenth anniversary after the date of grant or
(ii) three months after the day such optionee's employment or
association ends.
If an optionee retires, all options granted to such
optionee, and exercisable on the date of such optionee's
retirement shall expire on the earlier of (i) the tenth
anniversary after the date of grant or (ii) the second anni
versary of the day of such optionee's retirement.
Any installment not exercisable on the date of such
termination or retirement shall expire and be thenceforth
unexercisable. Whether authorized leave of absence or absence in
military or governmental service may constitute employment for
the purposes of the Plan shall be conclusively determined by the
Committee.
7.4 Exercise Upon Death of Optionee
If an optionee dies, the option may be exercised, to the
extent of the number of shares that the optionee could have
exercised on the date of such death, by the optionee's estate,
personal representative or beneficiary who acquires the option by
will or by the laws of descent and distribution. Such exercise
may be made at any time prior to the earlier of (i) the tenth
anniversary after the date of grant or (ii) the first anniversary
of such optionee's death. On the earlier of such dates, the
option shall terminate.
7.5 Assignability
No option shall be assignable or transferable by the
optionee except by will or by the laws of descent and distri
bution and during the lifetime of the optionee the option shall
be exercisable only by such optionee.
7.6 Limitation on Incentive Stock Options
During a calendar year, the aggregate fair market value of
the option stock (determined at the time of the ISO grant) for
which ISOs are exercisable by a person for the first time under
the Plan, cannot exceed $100,000.
8. RESTRICTED SHARE AWARDS
8.1 Grant of Restricted Share Awards
The Committee will determine for each Participant the time
or times when Restricted Shares shall be awarded and the number
of shares of Common Stock to be covered by each Restricted Share
award.
4
<PAGE>
8.2 Restrictions
Shares of Common Stock issued to a Participant as a
Restricted Share award will be subject to the following
restrictions ("Share Restrictions"):
(a) Except as set forth in Paragraphs 8.4 and 8.5, all
of the Restricted Shares subject to a Restricted Award will
be forfeited and returned to Paul-Son or, in the event such
Restricted Shares were provided to the Participant from
shares of Common Stock purchased by the Subsidiary, then the
Restricted Shares will be returned to the Subsidiary. In
either case, all rights of the Participant to such
Restricted Shares will terminate without any payment of
consideration by Paul-Son or the Subsidiary with which the
Participant is employed or associated, unless the
Participant maintains his or her employment or association
(including consulting arrangements) with Paul-Son or a
Subsidiary for a period of time determined by the Committee.
(b) During the longer of the restriction period
("Restriction Period") relating to a Restricted Share award
or a period of six months and one day from the date of the
award, none of the Restricted Shares subject to such award
may be sold, assigned, bequeathed, transferred, pledged,
hypothecated or otherwise disposed of in any way by the
Participant.
(c) The Committee may require the Participant to enter
into an escrow agreement providing that the certificates
representing Restricted Shares sold or granted pursuant to
the Plan will remain in the physical custody of Paul-Son or
the employing Subsidiary or an escrow holder during the
Restriction Period.
(d) Each certificate representing a Restricted Share
sold or granted pursuant to the Plan will bear a legend
making appropriate reference to the restrictions imposed on
the Restricted Share.
(e) The Committee may impose other restrictions on any
Restricted Shares sold pursuant to the Plan as it may deem
advisable, including without limitation, restrictions under
the Securities Act of 1933, as amended, under the require
ments of any stock exchange upon which such share or shares
of the same class are then listed and under any state secur
ities laws or other securities laws applicable to such
shares.
8.3 Rights as a Stockholder
Except as set forth in Paragraph 8.2(b), the recipient of a
Restricted Share award will have all of the rights of a
stockholder of Paul-Son with respect to the Restricted Shares,
including the right to vote the Restricted Shares and to receive
all dividends or other distributions made with respect to the
Restricted Shares.
8.4 Lapse of Restrictions at Termination of Employment
In the event of the termination of employment, or
association of a Participant during the Restriction Period by
reason of death, total and permanent disability, retirement as
determined
5
<PAGE>
under any of the Corporation's pension plans, if any, or
discharge from employment other than a discharge for cause, the
Committee may, at its discretion, remove Share Restrictions on
Restricted Shares subject to a Restricted Share award.
Restricted Shares to which the Share Restrictions have not
so lapsed will be forfeited and returned to the Corporation as
provided in Paragraph 8.2(a).
8.5 Lapse of Restrictions at Discretion of the Committee
The Committee may shorten the Restriction Period or remove
any or all Share Restrictions if, in the exercise of its absolute
discretion, it determines that such action is in the best
interests of the Corporation and equitable to the Participant.
8.6 Listing and Registration of Shares
The Corporation may, in its reasonable discretion, postpone
the issuance and/or delivery of Restricted Shares until
completion of stock exchange listing, or registration, or other
qualification of such Restricted Shares under any law, rule or
regulation.
8.7 Designation of Beneficiary
A Participant may, with the consent of the Committee,
designate a person or persons to receive, in the event of death,
any Restricted Shares to which such Participant would then be
entitled. Such designation will be made upon forms supplied by
and delivered to the Committee and may be revoked in writing by
the Participant. If a Participant fails effectively to designate
a beneficiary, then such Participant's estate will be deemed to
be the beneficiary.
8.8 Withholding of Taxes for Restricted Shares
When the Participant, as holder of the Restricted Shares,
recognizes income, either on the Date of Grant or the date the
restrictions lapse, Paul-Son or a Subsidiary, as applicable,
shall withhold from the shares of Common Stock, the number of
shares necessary to satisfy Paul-Son's or the Subsidiary's, as
applicable, obligation to withhold federal taxes, such
determination to be based on the shares' Fair Market Value as of
the date income is recognized.
9. CAPITAL ADJUSTMENTS
The number and price of Common Stock covered by each award
of options and/or Restricted Shares and the total number of
shares that may be granted or sold under the Plan shall be
proportionally adjusted to reflect, subject to any required
action by stockholders, any stock dividend or split,
recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other
similar corporate change.
10. CHANGE OF CONTROL
Notwithstanding the provisions of Section 9, in the event of
a change of control, all share restrictions on all Restricted
Shares will lapse and vesting on all unexercised stock options
will
6
<PAGE>
accelerate to the change of control date. For purposes of this
plan, a "Change of Control" of Paul-Son shall be deemed to have
occurred at such time as (a) any "person" (as that term is used
in Section 13(d) and 14(d) of the Exchange Act), not including
Paul S. Endy, or his heirs or assigns, or the Paul S. Endy, Jr.
Living Trust, or its beneficiaries, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Paul-Son representing
25.0% or more of the combined voting power of Paul-Son's
outstanding securities ordinarily having the right to vote at the
election of directors; or (b) individuals who constitute the
Board of Directors of Paul-Son on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent
to the date hereof whose election was approved by at least a
majority of the directors comprising the Incumbent Board, or
whose nomination or election was approved by a majority of the
Board of Directors of Paul-Son serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as if he or
she were a member of the Incumbent Board; or (c) merger,
consolidation or sale of all or substantially all the assets of
Paul-Son occurs, unless such merger or consolidation shall have
been affirmatively recommended to Paul-Son's stockholders by a
majority of the Incumbent Board; or (d) a proxy statement
soliciting proxies from stockholders of Paul-Son, by someone
other than the current management of Paul-Son seeking stockholder
approval of a plan of reorganization, merger or consolidation of
Paul-Son with one or more corporations as a result of which the
outstanding shares of Paul-Son's securities are actually
exchanged for or converted into cash or property or securities
not issued by Paul-Son unless the reorganization, merger or
consolidation shall have been affirmatively recommended to Paul-
Son's stockholders by a majority of the Incumbent Board.
11. APPROVALS
The issuance of shares pursuant to this Plan is expressly
conditioned upon obtaining all necessary approvals from all
regulatory agencies from which approval is required, including
gaming regulatory agencies, and upon obtaining stockholder
ratification of the Plan.
12. EFFECTIVE DATE OF PLAN
The effective date of the Plan is January 31, 1994.
13. TERM AND AMENDMENT OF PLAN
This Plan shall expire on January 30, 2004 (except to
options and Restricted Shares outstanding on that date). Paul-
Son's Board may terminate or amend the Plan in any respect at any
time, except that, without the approval of the holders of a
majority of the outstanding Common Stock: the total number of
shares that may be sold, issued or transferred under the Plan may
not be increased (except by adjustment pursuant to Section 9);
the provisions of Section 4 regarding eligibility may not be
modified; the purchase price at which shares may be offered
pursuant to options may not be reduced (except by adjustment
pursuant to Section 9); and the expiration date of the Plan may
not be extended and no change may be made which would cause the
Plan not to comply with Rule 16b-3 of the Exchange Act. No
action of the Paul-Son Board or Paul-Son's stockholders, however,
may, without the consent of an optionee or Restricted
7
<PAGE>
Shares grantee, alter or impair such Participant's rights under
any option or Restricted Shares previously granted.
14. NO RIGHT OF EMPLOYMENT
Neither the action of Paul-Son in establishing this Plan,
nor any action taken by any Board of Paul-Son or any Subsidiary
or the Committee, nor any provision of the Plan itself, shall be
construed to limit in any way the right of Paul-Son to terminate
a Participant's employment or association at any time; nor shall
it be evidence of any agreement or understanding, expressed or
implied, that the Corporation will employ an employee in any
particular position nor ensure participation in any future
compensation or stock purchase program.
15. WITHHOLDING TAXES
Paul-Son or the Subsidiary, as applicable, shall have the
right to deduct withholding taxes from any payments made pursuant
to the Plan or to make such other provisions as it deems
necessary or appropriate to satisfy its obligations to withhold
federal, state or local income or other taxes incurred by reason
of payments or the issuance of Common Stock under the Plan.
Whenever under the Plan, Common Stock is to be delivered upon
vesting of Restricted Shares or exercise of an option, the
Committee shall be entitled to require as a condition of delivery
that the Participant remit or provide for the withholding of an
amount sufficient to satisfy all federal, state and other
government withholding tax requirements related thereto.
16. PLAN NOT A TRUST
Nothing contained in the Plan and no action taken pursuant
to the Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Corporation and
any Participant, the executor, administrator or other personal
representative, or designated beneficiary of such Participant, or
any other persons. If and to the extent that any Participant or
such Participant's executor, administrator or other personal
representative, as the case may be, acquires a right to receive
any payment from the Corporation pursuant to the Plan, such right
shall be no greater than the right of an unsecured general
creditor of the Corporation.
17. NOTICES
Each Participant shall be responsible for furnishing the
Committee with the current and proper address for the mailing of
notices and delivery of agreements, Common Stock and cash
pursuant to the Plan. Any notices required or permitted to be
given shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States
mail, first-class and prepaid. If any item mailed to such
address is returned as undeliverable to the addressee, mailing
will be suspended until the Participant furnishes the proper
address. This provision shall not be construed as requiring the
mailing of any notice or notification if such notice is not
required under the terms of the Plan or any applicable law.
8
<PAGE>
18. SEVERABILITY OF PROVISIONS
If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be con
strued and enforced as if such provisions had not been included.
19. PAYMENT TO MINORS, ETC.
Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting there
for shall be deemed paid when paid to such person's guardian or
to the party providing or reasonably appearing to provide for the
care of such person, and such payment shall fully discharge the
Committee, the Corporation and other parties with respect
thereto.
20. HEADINGS AND CAPTIONS
The headings and captions herein are provided for reference
and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.
21. CONTROLLING LAW
This Plan shall be construed and enforced according to the
laws of the State of Nevada to the extent not preempted by
federal law, which shall otherwise control.
22. ENFORCEMENT OF RIGHTS
In the event the Corporation or a Participant is required to
bring any action to enforce the terms of this Plan, the
prevailing party shall be reimbursed by the non-prevailing party
for all costs and fees, including actual attorney fees, for
bringing and pursuing such action.
9
<PAGE>
SCHEDULE A
PAUL-SON GAMING CORPORATION
1994 LONG-TERM INCENTIVE PLAN
INITIAL OPTION GRANTS
Type of Options: Non-Statutory
Exercise Price
of Options: Public Offering Price
Vesting Schedule
of Options: 25% at February 1, 1995
25% at February 1, 1996
25% at February 1, 1997
25% at February 1, 1998
GRANTEE NO. OF
SHARES
Larry Speiser 100,000
Lou DeGregorio 30,000
Charlie Endy 30,000
Jim Farnham 30,000
Mike Cox 15,000
Frank Moreno 15,000
Ron Coiro 30,000
Chris Costello 12,500
Hank Van Son 4,000
Jay Peiper 4,000
Dennis Endy 5,000
David Endy 4,000
Don Williams 4,000
Elaine Hutchison 3,000
Cheryl Tobin 3,000
Al Treise 4,000
Willie Santiago 4,000
Henry Pingtella 3,000
Wayne White 3,000
Jewell Hall 3,000
Total Shares 306,500
10
EXHIBIT 23.01
-19-
<PAGE>
[Original printed on letterhead of
Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement and Registration Statement Nos. 33-84726 and 33-84728
of Paul-Son Gaming Corporation on Forms S-8 of our report dated
August 2, 1996, appearing in the Annual Report on Form 10-K of
Paul-Son Gaming Corporation for the year ended May 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
April 22, 1997
EXHIBIT 23.02
-21-
<PAGE>
[Original printed on letterhead of
McGladrey & Pullen, LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Paul-Son Gaming Corporation
Las Vegas, Nevada
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 25,
1995, relating to the consolidated financial statements of Paul-
Son Gaming Corporation and Subsidiaries.
/s/ McGladrey & Pullen, LLP
Las Vegas, Nevada
April 23, 1997
