Registration No. 33-71606 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- BALLY GAMING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 88-0274743 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 6601 South Bermuda Road, Las Vegas, Nevada 89119-3605 (Address of Principal Executive Office) (Zip Code) --------------- 1991 Incentive Plan 1991 Non-Employee Directors' Option Plan 1992 Restricted Stock Performance Plan (Full title of the Plans) --------------- NEIL E. JENKINS, ESQ. GERALD ADLER, ESQ. BALLY GAMING INTERNATIONAL, INC. SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN 6601 SOUTH BERMUDA ROAD 919 THIRD AVENUE LAS VEGAS, NEVADA 89119-3605 NEW YORK, NEW YORK 10022 (702) 896-7700 (212) 758-9500 (Name, address and telephone number, including area code of agents for service) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The following exhibits are filed as part of this Amendment No. 1 to the Registration Statement: 4.8 Amendment No. 3 to 1991 Incentive Plan of Bally Gaming International, Inc. 4.9 Amendment No. 3 to the 1991 Non-Employees Directors' Option Plan of Bally Gaming International, Inc. 23.4 Consent of Coopers & Lybrand 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, Nevada on the 30th day of May, 1996. BALLY GAMING INTERNATIONAL, INC. By: /s/ Scott Schweinfurth ----------------------- Scott Schweinfurth Senior Vice President, Chief Financial Officer and Treasurer 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 date indicated. Signature Title Date --------- ----- ---- /s/ Richard Gillman Chairman of the Board and Chief Executive May 30, 1996 - ------------------------ Officer (principal executive officer) Richard Gillman /s/ Hans Kloss President, Chief Operating Officer and Director May 30, 1996 - ------------------------ Hans Kloss /s/ Scott Schweinfurth Senior Vice President, Chief Financial Officer May 30, 1996 - ------------------------ and Treasurer (principal financial officer and Scott Schweinfurth principal accounting officer) /s/ Neil Jenkins Director and Executive Vice President May 30, 1996 - ------------------------ Neil Jenkins /s/ Charles C. Carella Director May 30, 1996 - ------------------------ Charles C. Carella Director - ------------------------ James Florio Director - ------------------------ Lewis Katz /s/ Kenneth D. McPherson Director May 30, 1996 - ------------------------ Kenneth D. McPherson BALLY GAMING INTERNATIONAL, INC. AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.8 Amendment No. 3 to 1991 Incentive Plan of Bally Gaming International, Inc. 4.9 Amendment No. 3 to the 1991 Non-Employees Directors' Option Plan of Bally Gaming International, Inc. 23.4 Consent of Coopers & Lybrand