SEC Info - Florida Gaming Corp - ‘S-8’ on 3/7/03

SEC Info℠

Home

Help

Please Sign In

Florida Gaming Corp – ‘S-8’ on 3/7/03

On: Friday, 3/7/03, at 1:04pm ET · Effective: 3/7/03 · Accession #: 1047469-3-8043 · File #: 333-103654

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

 3/07/03  Florida Gaming Corp               S-8         3/07/03    4:91K                                    Merrill Corp/New/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     32K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                HTML     10K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      8K 
 4: EX-99.1     Miscellaneous Exhibit                               HTML     65K

S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Index to Exhibits Part Ii Information Required in the Registration Statement QuickLinks Signatures and Power of Attorney
1	1st Page - Filing Submission
"	Part Ii Information Required in the Registration Statement
"	Signatures and Power of Attorney
"	Index to Exhibits
"	QuickLinks

This is an HTML Document rendered as filed. [ Alternative Formats ]

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on , 2003

Registration No.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FLORIDA GAMING CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)		59-1670533 (I.R.S. Employer Identification Number)
3500 NW 37th Avenue, Miami, Florida 33142-0000 (305) 633-6400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office)

MASTER STOCK OPTION PLAN
(Full Title of Plan)

W. Bennett Collett, Chairman
Florida Gaming Corporation
3500 NW 37th Avenue
Miami, Florida 33142-0000
(Name and address of agent for service)

(305) 633-6400
(Telephone number of agent for service)

Copies to:

Phillip E. Allen
Attorney at Law
The Market Place, Suite 130
12910 Shelbyville Road
Louisville, Kentucky 40243

CALCULATION OF REGISTRATION FEE

Title of Each Class Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee


Common Stock $.20 Par Value	500,000	$5.00	$2,500,000	$202.25

(1): Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) of the Securities Act of 1933, the registration fee has been calculated based on 500,000 shares at a price of $5.00 per share, the market price based on the last sale price for the registrant's common stock on March 6, 2003.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation by Reference.

The following documents are incorporated by reference into this registration statement:

(a) The Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2001.

(b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal quarter ended March 31, 2002, June 30, 2002 and September 30, 2002.

(c) The description of the Registrant's common stock contained in the Registrant's Registration Statement of Form 10, as updated by the Registrant's Proxy Statement dated November 26, 2002.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Officers and Directors.

Under Section 145 of the Delaware General Corporation Law, the Registrant has the power to indemnify directors and officers under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney's fees, actually and reasonable incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any of them is a party by reason of his being a director or officer of the Registrant if it is determined that he acted in accordance with the applicable standard of conduct set forth in such statutory provisions. The Registrant's Bylaws provide that the Registrant shall indemnify each person who may be indemnified pursuant to Section 145, as amended from time to time (or any successor provision thereto), to the fullest extent permitted by Section 145. Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("The 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 Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

5.1		Opinion of Phillip E. Allen, Esq. as to the legality of the securities being registered.
23.1		Consent of King & Company, PSC
23.2		Consent of Phillip E. Allen (included in Exhibit 5.1)
99.1		Registrant's Master Stock Option Plan

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 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.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be 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 the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 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 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 Act and will be governed by the final adjudication of such issue.

(d) To deliver or cause to be delivered with the Prospectus, to each person to whom a Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or to cause to be delivered to each person to whom the Prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the Prospectus.

SIGNATURES AND POWER OF ATTORNEY

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 Jeffersonville, State of Indiana, on the 21st day of February 2003.

		FLORIDA GAMING CORPORATION
		By:	/s/ *BENNETT COLLETT* W. Bennett Collett Director, Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. Bennett Collett his true and lawful attorney-in-fact and agent, 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 authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do and cause to be done by virtue hereof.

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

Signature	Title	Date

W. B. Collett, Jr.	Director, President, Chief Operating Officer	February , 2003
/s/ *ROLAND M. HOWELL* Roland M. Howell	Director	February 21, 2003
George W. Galloway, Jr.	Director	February , 2003
/s/ *WILLIAM C. HADDON* William C. Haddon	Director	February 12, 2003
/s/ *KIMBERLY R. THARP* Kimberly R. Tharp	Secretary, Treasurer, Chief Financial Officer	February 21, 2003

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION OF DOCUMENT	SEQUENTIALLY NUMBERED PAGE
5.1	Opinion of Phillip E. Allen, Esq. as to the legality of the securities being registered.	8
23.1	Consent of King & Company, PSC.	9
23.2	Consent of Phillip E. Allen (included in Exhibit 5.1)	8
99.1	Registrant's Master Stock Option Plan	10

QuickLinks

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES AND POWER OF ATTORNEY
INDEX TO EXHIBITS

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-8’ Filing	Date	Other Filings

Filed on / Effective on:	3/7/03
	3/6/03
	2/21/03
	2/12/03
	11/26/02	DEF 14A
	9/30/02	10-Q
	6/30/02	10QSB
	3/31/02	10QSB
	12/31/01	10KSB40
		List all Filings

↑Top

Filing Submission 0001047469-03-008043 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)