As filed with the Securities and Exchange Commission on
March 5, 1999. Registration No. 333-31373
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(POST-EFFECTIVE AMENDMENT NO. 5)
CASINOVATIONS INCORPORATED
Washington 91-1696010
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(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
6744 S. Spencer Street, Las Vegas, Nevada 89119
Telephone: (702) 733-7195, Facsimile: (702) 733-7197
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(Address and telephone number of principal executive offices and
principal place of business)
Jay L. King
6744 S. Spencer Street, Las Vegas, Nevada 89119
Telephone: (702) 733-7195, Facsimile: (702) 733-7197
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(Name, address and telephone number of agent for service)
WITH COPIES TO:
Michael J. Bonner, Esq.
Sherwood N. Cook, Esq.
Robert C. Kim, Esq.
Kummer Kaempfer Bonner & Renshaw
3800 Howard Hughes Parkway, 7th Floor
Las Vegas, Nevada 89109
Telephone: (702) 792-7000, Facsimile: (702) 796-7181
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: Upon
filing.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each class of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered price per unit aggregate offering price registration fee
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Common Stock, $.001 par value 1,517,744 $2.50 $3,794,360 <F1> $1,184.20 <F2>
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Common Stock, $.001 par value <F3> 2,219,041 $2.50 $5,547,603 $1,733.63 <F4>
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Common Stock, $.001 par value <F5> 200,000 $3.75 $750,000 $234.38 <F4>
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<FN>
<F1> Before deducting offering expenses.
<F2> As the Company has previously paid fees of $1,171.87 with
respect to the registration of 1,500,000 shares of common
stock, the Company has filed herewith fees of only $12.33 with
respect to the registration of 17,744 additional shares of
common stock.
<F3> Represents shares of common stock registered on behalf of
selling security holders.
<F4> The Company has previously paid fees on these shares.
<F5> Represents shares of common stock underlying Class A
Warrants.
</FN>
First Global Securities, Inc. Grant Bettingen, Inc.
INCORPORATION BY REFERENCE
This Post-Effective Amendment No. 5 to the Registration
Statement on Form SB-2/A is being filed by Casinovations
Incorporated, a Washington corporation (the "Company") pursuant
to General Instruction C to Form SB-2 to register 17,744 shares
of the Company's common stock (the "Shares") in addition to the
1,500,000 shares of the Company's common stock already registered
pursuant to that certain Post-Effective Amendment No. 4 to the
Registration Statement on Form SB-2/A as filed with and declared
effective by the Securities and Exchange Commission (the
"Commission") on October 16, 1998.
Pursuant to General Instruction C to Form SB-2/A, except as
otherwise provided herein, the contents of the Company's Post-
Effective Amendment No. 4 to the Registration Statement on Form
SB-2/A (Registration No. 333-31373), filed with the Commission on
October 16, 1998, is hereby incorporated by this reference.
EXHIBITS
NUMBER EXHIBIT DESCRIPTION
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5.01 Consent and Opinion of Randall & Danskin, P.S. regarding
legality of securities registered under this
Registration Statement.
23.01 Consent of James E. Scheifley & Associates, P.C.
2
SIGNATURES
In accordance with 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 of filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the City of Las Vegas, State of
Nevada on the 1st day of March 1999.
Casinovations Incorporated
By: /s/ Jay L. King
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Jay L. King
Secretary, Treasurer and
Chief Financial Officer
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 Capacity Date
* President, Chief Executive Officer March 2, 1999
- --------------------- and Director
Steven J. Blad
/s/ Jay L. King Treasurer, Secretary March 2, 1999
- --------------------- and Chief Financial Officer
Jay L. King
* Director March 2, 1999
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Richard S. Huson
/s/ Ron Keil Director March 2, 1999
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Ron Keil
* Director March 2, 1999
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Jamie McKee
* Director March 2, 1999
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David E. Sampson
* Director March 2, 1999
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Bob Smith
By: /s/ Jay L. King Attorney-in-Fact March 2, 1999
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Jay L. King
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
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5.01 Consent and Opinion of Randall & Danskin, P.S. 5
regarding legality of securities registered under this
Registration Statement.
23.01 Consent of James E. Scheifley & Associates, P.C. 7