UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Gaming & Entertainment Group, Inc.
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(Exact name of registrant as specified in its charter)
Utah 59-1643698
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6757 Spencer St., Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
Gaming & Entertainment Group, Inc. 2004 Stock Option and Incentive Plan
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(Full title of the plan)
Gregory L. Hrncir
6757 Spencer St., Las Vegas, Nevada 89119
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(Name and address telephone number of agent for service)
(702) 407-2471
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title of each class of Amount to be maximum offering maximum aggregate Registration
Securities to be registered Registered(1) price per share(2) offering price(2) Fee
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Common Stock, $0.01 par value.......... 3,000,000 shares $0.773 $2,319,000 $294
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(1) Represents the maximum number of shares that may be distributed pursuant to
this Registration Statement.
(2) Computed pursuant to Rule 457(h) solely for purposes of determining the
registration fee, based upon $0.773, the weighted average exercise price for the
options outstanding to purchase 2,903,149 shares of the Registrant's common
stock, and $0.46, the closing price of the Registrant's common stock as reported
on the Over The Counter Bulletin Board on September 28, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The documents containing the information specified in Part I of
Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with the Note to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following material previously filed by Gaming & Entertainment
Group, Inc. (the "Company" or "Registrant") with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB filed on April 14, 2004 for
the fiscal year ended December 31, 2003.
2. The Company's Proxy Statement on Schedule 14A filed on April 29, 2004.
3. The Company's Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2004 filed on May 24, 2004, and Form 10-QSB for the quarterly
period ended June 30, 2004 filed on August 16, 2004.
All documents subsequently filed by the Company 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 this Registration Statement which indicates that all
of the shares of Company's common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Item 4 is not applicable.
Item 5. Interests of Named Experts and Counsel.
Item 5 is not applicable.
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Item 6. Indemnification of Directors and Officers.
The Company's 2004 Stock Option and Incentive Plan (the "Plan")
provides that no member of the committee charged with the administration of the
Plan shall be liable for any act or failure to act taken in good faith with
respect to the Plan, any option, or any right to acquire shares of Common Stock
under the Plan. The Plan further provides that service on the committee shall
constitute service as a director of the Company so that a member of the
committee shall be entitled to indemnification and reimbursement as a director
of the Company to the full extent allowable under its governing instruments and
applicable law.
Article XII of our amended and restated bylaws provide for
indemnification of our directors, officers, employees and other agents to the
fullest extent and under the circumstances permitted under the laws of the State
of Utah.
Even though indemnification for liabilities arising under the
Securities Act may be provided to certain directors and officers pursuant to the
terms of our amended and restated bylaws, we have been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Item 7 is not applicable.
Item 8. Exhibits
Exhibit Number Description
4.01 Form of Common Stock Certificate
5.01 Opinion of Gregory L. Hrncir, Esq. regarding the
legality of the securities being registered.
10.01 Gaming & Entertainment Group, Inc. 2004 Stock Option
and Incentive Plan.
23.01 Consent of JH Cohn, LLP.
23.02 Consent of Gregory L. Hrncir, Esq. (included in
Exhibit 5.01).
24.01 Power of Attorney (included on page 5).
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; and
(iii) To include any additional or changed material information on
the plan of distribution.
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(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) 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.
(c) The undersigned Registrant hereby undertakes that, for 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 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.
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 Las Vegas, State of Nevada, on September 29, 2004.
GAMING & ENTERTAINMENT GROUP, INC.
By: /s/ Gregory L. Hrncir
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Gregory L. Hrncir
President, Secretary and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory L. Hrncir, as a 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 the
registration statement filed herewith and any or all amendments to said
registration statement (including post-effective amendments and registration
statements filed pursuant to Rule 462 and otherwise), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission granting unto said attorney-in-fact and agent the full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, 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 or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement was signed by the following persons in the
capacities and on the dates stated:
SIGNATURE TITLE DATE
/s/ Tibor N. Vertes Chief Executive Officer and Chairman September 29, 2004
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Tibor N. Vertes (Principal Executive Officer)
/s/ Gregory L. Hrncir President, Secretary and Director September 29, 2004
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Gregory L. Hrncir (Principal Financial and Accounting Officer)
/s/ Jay Sanet Director September 29, 2004
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Jay Sanet
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EXHIBIT INDEX
Exhibit Number Description Page
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4.01 Form of Common Stock Certificate *
5.01 Opinion of Gregory L. Hrncir, Esq.regarding the legality of the securities being 7
registered
10.01 Gaming & Entertainment Group, Inc. 2004 Stock Option and Incentive Plan **
23.01 Consent of JH Cohn LLP 9
23.02 Consent of Gregory L. Hrncir, Esq. (included in Exhibit 5.01) -
24.01 Power of Attorney (included on page 5) -
* Previously filed as an exhibit to the registrant's Annual Report on Form
10-KSB, as filed with the Commission on April 14, 2004.
** Previously filed as an exhibit to the registrant's Proxy Statement on
Schedule 14A, as filed with the Commission on April 29, 2004.
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