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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CASINO DATA SYSTEMS
(Exact name of registrant as specified in its charter)
Nevada 88-0261839
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
3300 Birtcher Drive
Las Vegas, Nevada 89118
(Address of principal executive offices)
1993 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
Bruce W. Benson, Esq.
Casino Data Systems
3300 Birtcher Drive
Las Vegas, Nevada 89118
(702) 269-5000
(Name, address and telephone number of agent for service)
Copies to:
Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Norwest Center
Minneapolis, MN 55402-4140
(612) 672-8200
CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE(1) FEE
---------- ---------- --------- -------- ------------
common stock,
no par value 750,000 $1.75 $1,312,500 $364.88
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act based upon a $1.75 per share
average of high and low sales prices of the Registrant's common stock on the
Nasdaq National Market on October 26, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(1) the contents of Registration Statement on Form S-8 No. 33-62108,
filed on May 3, 1993;
(2) the contents of Registration Statement on Form S-8 No. 33-84236,
filed on September 22, 1994;
(3) the contents of Registration Statement on Form S-8 No. 33-97386,
filed on September 28, 1995;
(4) The description of the Company's common stock contained in the
Company's registration statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act and all amendments thereto and reports filed for the purpose of
updating such 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 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.
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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 Las Vegas, State of Nevada, on October 28, 1998.
CASINO DATA SYSTEMS
By: /s/ Howard W. Yenke
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Howard W. Yenke
Its: Chief Executive Officer
(Principal Executive Officer)
By: /s/Lee Lemas
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Lee Lemas
Its: Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 28th day of October, 1998 by
the following persons in the capacities indicated:
Signature Title
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/s/ Steven A. Weiss Chairman of the Board and
- --------------------------- Director
Steven A. Weiss
/s/ Howard W. Yenke Chief Executive Officer and
- --------------------------- Director
Howard W. Yenke
/s/ Diana L. Bennett President, Chief Operating Officer and
- --------------------------- Director
Diana L. Bennett
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/s/ Phil E. Bryan Director
- ------------------------------
Phil E. Bryan
/s/ Thomas E. Gardner Director
- ------------------------------
Thomas E. Gardner
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