As filed with the Securities and Exchange Commission on August 3, 1995 Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 WELLS-GARDNER ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) ILLINOIS 36-1944630 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2701 NORTH KILDARE AVENUE CHICAGO, ILLINOIS 60639 (Address of Principal Executive Offices) (Zip Code) WELLS-GARDNER ELECTRONICS CORPORATION AMENDED AND RESTATED INCENTIVE STOCK PLAN (Full title of the plan) RICHARD L. CONQUEST (312) 252-8220 CHIEF FINANCIAL OFFICER, (Telephone number, VICE PRESIDENT OF FINANCE, including area code, TREASURER AND SECRETARY of agent for service) 2701 NORTH KILDARE AVENUE CHICAGO, ILLINOIS 60639 (Name and address of agent for service) CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED TITLE OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE OFFERING AGGREGATE REGISTRATION BE REGISTERED REGISTERED PRICE PER OFFERING FEE (1) SHARE (2) PRICE (2) Common Stock, 600,000 $5.875 $3,525,000.00 $1,215.52 $1.00 par shares value per share (1) An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plan become operative. (2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act of 1933, based on the average of the high and low sales prices of a share of Common Stock of the Registrant on the American Stock Exchange on July 31, 1995. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The registration statement on Form S-8, File No. 2-98137, which was heretofore filed by the registrant with the Securities and Exchange Commission on June 3, 1985 pursuant to the Securities Act of 1933, as amended, and the registration statement on Form S-8, Registration No. 33- 63920, which was heretofore filed by the registrant with the Securities and Exchange Commission on June 4, 1993, pursuant to the Securities Act of 1933, as amended, are hereby incorporated by reference in this registration statement. All documents subsequently filed by the Company 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 part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 8. EXHIBITS. The following are filed as exhibits to this registration statement: Exhibit Number Description of Exhibit 5 Opinion of McDermott, Will & Emery. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of McDermott, Will & Emery (included in its opinion filed as Exhibit 5 to this registration statement). 24 Power of Attorney (included with the signature page to this registration statement). 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 Chicago, Illinois on July 31, 1995. WELLS-GARDNER ELECTRONICS CORPORATION By: /s/ Anthony Spier Anthony Spier Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anthony Spier and Richard L. Conquest and each of them, his true and lawful attorney-in-fact and agent, each with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent, full power and authority to do and perform such each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement and the foregoing power of attorney have been signed on July 31, 1995, by the following persons in the capacities indicated: SIGNATURES TITLE /s/ ANTHONY SPIER Chairman of the Board, President and Anthony Spier Chief Executive Officer (Principal Executive Officer) /s/ RICHARD L. CONQUEST Chief Financial Officer, Vice Richard L. Conquest President of Finance, Treasurer, Secretary and Director (Principal Financial Officer) /s/ ALBERT S. WELLS, JR. Director Albert S. Wells, Jr. /s/ ALLAN GARDNER Director Allan Gardner /s/ JOHN R. BLOUIN Director John R. Blouin /s/ JAMES J. ROBERTS, JR. Director James J. Roberts, Jr. /s/ WILLIAM L. DeNICOLO Director William L. DeNicolo /s/ WAYNE HARRIS Director Wayne Harris EXHIBIT INDEX EXHIBIT DESCRIPTION OF EXHIBIT PAGE NUMBER NUMBER 5 Opinion of McDermott, Will & Emery. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of McDermott, Will & Emery (included in its opinion filed as Exhibit 5 to this registration statement). 24 Power of Attorney (included with the signature page to this registration statement).