SEC Info - Nevada Gold & Casinos Inc - ‘S-8 POS’ on 6/4/99

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Nevada Gold & Casinos Inc – ‘S-8 POS’ on 6/4/99

On: Friday, 6/4/99 · Effective: 6/4/99 · Accession #: 890566-99-744 · File #: 333-79867

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/04/99  Nevada Gold & Casinos Inc         S-8 POS     6/04/99    5:71K                                    Young Chas P Co/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                     5     26K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders     2      9K 
 3: EX-5.1      Opinion re: Legality                                   1      7K 
 4: EX-10.1     Material Contract                                     18±    76K 
 5: EX-23.2     Consent of Experts or Counsel                          1      5K

S-8 POS — Post-Effective Amendment to an S-8
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Calculation of Registration Fee Description of Securities Exemption From Registration Claimed Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Interest of Named Experts and Counsel Undertakings
1	1st Page - Filing Submission
"	Calculation of Registration Fee
2	Item 3. Incorporation of Documents by Reference
"	Item 4. Description of Securities
"	Item 5. Interest of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
"	Item 7. Exemption From Registration Claimed
"	Item 8. Exhibits
3	Item 9. Undertakings

S-8 POS 1st Page of 5 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on June 4, 1999            
                                        Registration No. 333-79867
------------------------------------------------------------------------------  

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC  20549 
------------------------------------  
FORM S-8/A
Registration Statement  
Under the Securities Act of 1933  
------------------------------------  
NEVADA GOLD & CASINOS, INC. 
(Exact name of Registrant as specified in its charter)  

 Nevada                                           88-0142032
(State or other jurisdiction                             (I.R.S. Employer       
 of incorporation or                              Identification Number)
organization)                                                   

3040 Post Oak Blvd., Suite 675                         H. Thomas Winn           
 Houston, Texas 77056                       3040 Post Oak Blvd., Suite 675
(713) 621-2245                               Houston, Texas 77056 
(Address, including zip code, and                      (713) 621-2245           
 telephone number, including                 (Name, address, including zip code,
area code, of registrant's                    and telephone number, including 
principal executive offices)                  area code, of agent for service)  

1999 STOCK OPTION PLAN  
(Full Title of the Plans) 
----------------- 

COPY TO:  
Thomas C. Pritchard 
Brewer & Pritchard, P.C.  
1111 Bagby, 24th Floor  
Houston, Texas 77002  
Phone (713) 209-2950  
Fax (713) 659-2430  
----------------- 

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------
          TITLE OF                          PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF 
      SECURITIES TO BE       AMOUNT BEING    OFFERING PRICE       AGGREGATE       REGISTRATION
         REGISTERED          REGISTERED(1)   PER SHARE(2)      OFFERING PRICE(2)      FEE     
----------------------------------------------------------------------------------------------
                                                                                              
Common Stock, par value                                                                       
$.12 per share..............    1,200,000       $ 3.00          $ 3,600,000         $ 1,001   
----------------------------------------------------------------------------------------------
   TOTAL                                                                            $ 1,001   
==============================================================================================

------------                                                                    
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, the    
      number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar   
transactions.                                                       
(2)   Estimated solely for the purpose of calculating the amount of the         
      registration fee pursuant to Rule 457(h), on the basis of the high and low
 prices of the Common Stock as reported by the OTC Electronic Bulletin
Board on May 27, 1999.                                              

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 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                                

         The following documents filed by Nevada Gold & Casinos, Inc. ("Company"
or "Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8/A by reference:                                                   

       1. The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),   
or, either (i) the Company's latest prospectus filed pursuant to Rule 424(b)    
under the Securities Act of 1933, as amended ("Securities Act") that contains   
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration        
Statement on Form 10 or Form 10-SB filed under the Exchange Act containing      
audited financial statements for the Company's latest fiscal year;              

      2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred  
to in (1) above; and                                                            

       3. The description of the Company common stock that is contained in a
registration statement or amendment to any registration statement filed under   
Section 12 of the Exchange Act, including any amendment or report filed for the 
purpose of updating the description.                                            

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a       
post-effective amendment to the Registration Statement that indicate that all   
shares of common stock offered have been sold or that deregister all of the     
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.                                                                      

ITEM 4.  DESCRIPTION OF SECURITIES                                              

Not Applicable.                                               

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL                                  

Not Applicable.                                               

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

  Section 78.7502 of the Nevada General Corporation Law allows the
Company to indemnify any person who was or is threatened to be made a party to  
any threatened, pending, or completed action, suit, or proceeding by reason of  
the fact that he or she is or was a director, officer, employee, or agent of the
Company or is or was serving at the request of the Company as a director,       
officer, employee, or agent of any corporation, partnership, joint venture,     
trust or other enterprise. The Company may advance expenses in connection with  
defending any such proceeding, provided the indemnitee undertakes to pay any    
amounts if it is later determined that the person was not entitled to be        
indemnified by the Company.                                                     

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                                    

Not Applicable                                                

ITEM 8.  EXHIBITS                                                               

The following exhibits are filed as part of this Registration 
Statement:                                                                      

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EXHIBIT NO.             IDENTIFICATION OF EXHIBIT                               

4.1(1)      --  Common Stock Specimen                                           
5.1(1)      --  Opinion Regarding Legality                                      
10.1(1)     --  1999 Stock Option Plan                                          
23.1(1)     --  Consent of Counsel (included in Exhibit 5.1)                    
23.2(1)     --  Consent of Pannell Kerr Forster of Texas, P.C., independent     
public accountants                              

---------------                                                                 

(1) Filed with this Form S-8/A.                                                 

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. Notwithstanding
                      the foregoing, any increase or decrease in volume of
                  securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                        registered) and any deviation from the low or high and
                of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                      more than 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
statement; and                

                    iii. To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                       registration statement or any material change to such
            information in the registration statement.

                       Provided, however, that paragraphs (a)(1)(i) and (ii)
                       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 with
                  or furnished to the Commission by the registrant
                     pursuant to Section 13 or 15(d) of the Exchange Act
                        that are incorporated by reference in the registration
statement.                    

              (2)   That, for the purpose of determining any liability under the
                   Securities Act, each such post-effective amendment shall be
                 deemed to be a new registration statement 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.             

          (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 undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's 
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,      

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S-8 POS 4th Page of 5 TOC 1st Previous Next ↓Bottom Just 4th
where applicable, each filing of an employee benefit plan's annual report       
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial BONA FIDE offering thereof.      

  (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons  
of the Registrant pursuant to the provisions described in Item 6 above, 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  

      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 Houston, State of Texas, on the 28th day of May,     
1999.                                                                           

                       NEVADA GOLD & CASINOS, INC.

                By:/s/H. THOMAS WINN
                       H. THOMAS WINN,
                               Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this    
Registration Statement has been signed below by the following persons in the    
capacities and on the dates indicated:                                          

SIGNATURE                           TITLE                              DATE     

/s/ H. THOMAS WINN           Chairman of the Board,                 May 28, 1999
H. THOMAS WINN           Chief Executive Officer, President,            
and Treasurer       

/s/ PAUL J. BURKETT          Director and Vice President            May 28, 1999
PAUL J. BURKETT                                                         

/s/ WILLIAM G. JAYROE        Director and Secretary                 May 28, 1999
WILLIAM G. JAYROE                                                       

/s/ JAMES WONG               Director                               May 28, 1999
JAMES WONG                                                              

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	6/4/99	1		None on these Dates
	5/28/99	5
	5/27/99	1
				List all Filings

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Filing Submission 0000890566-99-000744 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Nevada Gold & Casinos Inc – ‘S-8 POS’ on 6/4/99

On: Friday, 6/4/99 · Effective: 6/4/99 · Accession #: 890566-99-744 · File #: 333-79867

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

S-8 POS — Post-Effective Amendment to an S-8Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

S-8 POS — Post-Effective Amendment to an S-8
Document Table of Contents