As filed with the Securities and Exchange Commission on November 20, 1997
S.E.C. File No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________________________________
GLOBAL CASINOS, INC.
(Name of Small Business Issuer in its Charter)
UTAH 87-0340206
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4465 NORTHPARK DRIVE, SUITE 400
COLORADO SPRINGS, COLORADO 80907
(Address of principal executive offices, including Zip Code)
_______________________________________________
GLOBAL CASINOS, INC.
1993 STOCK INCENTIVE PLAN
(Full title of the plan)
_______________________________________________
Stephen G. Calandrella
4465 Northpark Drive, Suite 400
Colorado Springs, Colorado 80907
(Name and address of agent for service)
(719) 590-4900
(Telephone number, including area code, of agent for service)
_______________________________________________
Copy To:
Clifford L. Neuman, Esq.
Nathan L. Stone, Esq.
Neuman & Drennen
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
_______________________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.
_______________________________________________
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price(1) Fee
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Common Stock 75,000 Shares $5.00 (1) $375,000 $113.64
$.05 par value 60,000 Shares $3.13 (1) $187,800 $56.91
15,000 Shares $6.38 (2) $95,700 $29.00
Total $658,500 $199.55
- -----------------------------------------------------------------------------
(1) Based on the exercise price of the options in accordance with
paragraph (h) of Rule 457.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with paragraphs (c) and (h) of Rule 457 on the basis
of the average of the bid and asked prices of the Common Stock on
November 17, 1997, as quoted on the Nasdaq SmallCap Market.
PROSPECTUS
GLOBAL CASINOS, INC.
4465 Northpark Drive, Suite 400
Colorado Springs, Colorado 80907
Telephone: (719) 590-4900
_______________________________________________
150,000 Shares
GLOBAL CASINOS, INC.
Common Stock
($.05 Par Value)
Under
GLOBAL CASINOS, INC.
1993 STOCK INCENTIVE PLAN
_______________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________________
The date of this Prospectus is _____________________________________, 1997.
TABLE OF CONTENTS
Item 1. Plan Information . . . . . . . . . . . . . . . . . . . . . . . . -3-
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
The Plan: Adoption. . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
Duration and Modifications . . . . . . . . . . . . . . . . . . . . . . . -3-
Class and Amount of Securities Subject to the Plan . . . . . . . . . . . -4-
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
Adjustment for Changes in Securities . . . . . . . . . . . . . . . . . . -4-
Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
Granting of Options. . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
Exercise of Options. . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Death. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Termination of Employment. . . . . . . . . . . . . . . . . . . . . . . . -7-
Transferability of Options . . . . . . . . . . . . . . . . . . . . . . . -7-
Resale of Shares Acquired Upon Exercise of Options . . . . . . . . . . . -7-
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
Outstanding Options. . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Item 2. Registrant Information and Employee Plan Annual Information. . .-10-
Item 3. Incorporation of Documents by Reference. . . . . . . . . . . . .-11-
Item 4. Description of Securities. . . . . . . . . . . . . . . . . . . .-12-
Item 5. Interests of Named Experts and Counsel . . . . . . . . . . . . .-12-
Item 6. Indemnification of Directors and Officers. . . . . . . . . . . .-12-
Item 7. Exemption from Registration Claimed. . . . . . . . . . . . . . .-17-
Item 8. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . .-18-
Item 9. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . .-18-
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
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COMPANY
-------
Global Casinos, Inc, (hereinafter referred to as "Global" or the
"Company") is a Utah corporation having its principal executive offices at
4465 Northpark Drive, Suite 400, Colorado Springs, Colorado 80907 (telephone
number: (719) 590-4900)
The use of masculine pronouns in this Prospectus is done for
convenience only and refers to both males and females.
THE PLAN: ADOPTION
-------------------
The Board of Directors adopted the 1993 Stock Incentive Plan
(hereinafter referred to as the "Plan") on November 10, 1993. The Plan was
ratified and approved by the Company's shareholders.
The Plan was created pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended, and authorizes the Company to offer its
employees up to 150,000 shares of Common Stock.
The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974; and the Plan is not subject to the
qualification requirements under Section 401(a) of the Code.
PURPOSE
-------
The general purpose of the Plan is to provide directors, executive
officers, and key employees of the Company and of any present or future parent
or subsidiary of the Company, who have contributed to the continued growth and
development of the Company, with an opportunity to acquire a proprietary
interest in the Company and thus to create in such directors, executive
officers, and key employees an increased interest in, and a greater concern
for, the welfare of the Company.
DURATION AND MODIFICATIONS
--------------------------
Options may be granted under the Plan at any time up to December
31, 2003, when the Plan will expire except as to any options outstanding,
which options will remain in effect until they have been exercised or have
expired, provided that all such options shall expire no later than December
31, 2008.
CLASS AND AMOUNT OF SECURITIES SUBJECT TO THE PLAN
--------------------------------------------------
Subject to adjustment as described below, an aggregate of up to
150,000 shares of the Company's common stock, $.05 par value, are authorized
to be issued upon exercise of options granted under the Plan.
Under the terms of the Plan, shares subject to and not issued
under an option which expires or terminates or is cancelled for any reason
during the term of the Plan are again available for the granting of options
under the Plan.
ADMINISTRATION
--------------
A Committee ("Committee") of the Company's Board of Directors (the
"Board") consisting of not less than two (2) "disinterested" members of the
Board (within the meaning of Rule 16b-3(c)(2)(1) promulgated under the
Securities Exchange Act of 1934, as amended) is responsible for the
administration of the Plan. The Committee members may be removed or replaced
by a vote of the majority of the Board. Any or all powers and functions of
the committee may at any time be exercised by the Board; provided, however,
that such exercise by the Board must involve a majority of disinterested Board
members (within the meaning of Rule 16b-3(c)(2)(1) promulgated under the
Exchange Act. All determinations by the Committee or Board are final and
conclusive.
The Committee is authorized, subject to the provisions of the
Plan, to:
(1) Determine the directors, executive officers and key employees to
whom Options shall be granted, the time when such Options shall be
granted, the number of shares which shall be subject to each
Option, the purchase price or exercise price of each share which
shall be subject to each Option, the periods during which such
Options shall be exercisable (whether in whole or in part) and the
other terms and provisions with respect to the Options (which need
not be identical);
(2) Determine, upon review of relevant information and in accordance
with other provisions below, the fair market value of the Common
Stock underlying the Options;
(3) Construe the Plan and Options granted thereunder;
(4) Accelerate or defer (with consent of the Optionee) the exercise of
any Option, consistent with other provisions in the Plan;
(5) Authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option;
(6) Prescribe, amend and rescind rules and regulations relating to the
Plan;
(7) Make all other determinations deemed necessary or advisable for
the administration of the Plan.
ADJUSTMENT FOR CHANGES IN SECURITIES
------------------------------------
The Plan requires the Board to make appropriate adjustments in the
number and kind of shares available under the Plan and in the number, price
and kind of shares covered by options granted or to be granted under the Plan,
in the event of a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of the Company's Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration". The foregoing
notwithstanding, no issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made, with respect to the number or
price of shares of Common Stock subject to an Option.
The Plan also provides that, upon the dissolution or liquidation
of the Company, any outstanding Option will terminate immediately prior to
the consummation of such action, unless otherwise provided by the Board. The
Board may, in the exercise of its sole discretion in such instances, declare
that any Option shall terminate as of a date fixed by the Board and give each
Optionee the right to exercise his Option as to all or any part of the
Optioned Stock, including shares as to which the Option would not otherwise be
exercisable. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, the Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless such successor corporation does not agree to
assume the Option or to substitute an equivalent Option, in which case the
Board shall, in lieu of such assumption or substitution provide for the
Optionee to have the right to exercise the Option as to all of the Optioned
Stock, including shares as to which the Option would not otherwise be
exercisable. If the Board makes an Option fully exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Board shall notify the Optionee that the Option shall be fully exercisable for
a period of fifteen (15) days form the date of such notice, and the Option
will terminate upon the expiration of such period.
If, as a result of accelerating the time period during which all
Options are exercisable in full in the event of a merger or asset transaction
an Optionee would incur liability under Section 16(b) of the Securities
Exchange Act of 1934, such Optionee may request the Company to, and the
Company is obligated to, repurchase such Option for cash equal to the excess
of the fair market value on the advanced termination date of the shares
subject to the Option over the Option exercise price.
ELIGIBILITY
-----------
Except as otherwise provided in the Plan, non-qualified stock
options ("NSO's") may be granted to directors, officer, key salaried employees
of the Company and consultants and advisors to the Company, or any subsidiary
or parent corporation, now existing or hereinafter formed or acquired. Any
person who shall have retired from active employment by the Company shall not
be eligible to receive a NSO.
Incentive stock options ("ISO's") may be granted only to salaried
officers or key employees of the Company or any subsidiary corporation or
parent corporation of the Company now existing or hereafter formed or
acquired, and not to any director or officer who is not also an employee.
GRANTING OF OPTIONS
-------------------
The Plan provides that the Committee shall have the authority, in
its discretion, to determine the directors, executive officers and key
employees to whom Options shall be granted, the time when such Options shall
be granted, the number of shares which shall be subject to each Option, the
purchase price or exercise price of each share which shall be subject to each
Option, the periods during which such Options shall be exercisable (whether in
whole or in part) and the other terms and provisions with respect to the
Options (which need not be identical).
There is no minimum or maximum amount of shares for which any one
eligible person may receive NSO's. However, the amount of aggregate fair
market value of the stock determined at the time of the grant of an ISO for
which any employee may be granted ISO's under the Plan in any calendar year
shall not exceed the sum of (i) $100,000 plus (ii) an unused limit carryover
amount for any year after the date of the Plan but prior to the calendar year
under consideration. The unused limit carryover amount shall be determined as
one-half of the amount by which $100,000 exceeds the aggregate fair market
value at the time of grant of an ISO under the Plan for which ISO's were
granted in any prior year, but carried over for not more than three (3) years.
For this purpose, ISO's granted in any year shall be deemed to first use up
the $100,000 current year limitation and then the unused limit carryover
amount from the earliest available year.
Each Option is to be evidenced by a written agreement (an "Option
Agreement") containing terms and conditions established by the Board
consistent with the provisions of the Plan.
EXERCISE OF OPTIONS
-------------------
Any Option may be exercised by the Participant holding such Option
for such period or periods as the Committee shall determine at the date of
grant of such Option. In no event shall any ISO granted to a Participant
owning more than ten percent (10%) of the voting power of all classes of the
Company's Stock, or the stock of any Subsidiary or Parent corporation, be
exercisable by its terms after the expiration of five (5) years from the date
it is granted, nor shall any other ISO granted under this Plan be exercisable
by its terms after ten (10) years from the date it is granted. The Committee
shall have the right to accelerate, in whole or in part, the expiration date
of any Option; and to the extent that an Option is not exercised within the
period of exercisability specified therein, it shall expire as to the then
unexercised portion.
Although the Company intends to exert its best efforts so that the
shares purchasable upon the exercise of an Option, when it first becomes
exercisable, will be registered under, or exempt from the registration
requirements of, the Securities Act of 1933 (the "Act") and any applicable
state securities law, if the exercise of an Option would otherwise result in
the violation by the Company of any provision of the Act or of any state
securities law, the Company may require that such exercise be deferred until
the Company has taken appropriate action to avoid any such violation.
An Option holder will not be deemed the holder of any shares
subject to an Option until such shares are fully paid and issued to him upon
exercise of such Option.
EXERCISE PRICE
--------------
The purchase price for each share purchasable under any NSO
granted under the Plan shall be such amount as the Committee shall deem
appropriate.
The exercise price at which shares may be purchased under each ISO
cannot be less than 100% of the fair market value of the stock on the date on
which the Option is granted. If the Company's shares are listed on a national
securities exchange in the United States on any date on which the fair market
value per share is to be determined, the fair market value per share shall be
deemed to be the average of the high and low quotations at which such shares
are sold on such national securities exchange on such date. If the shares are
listed on a national securities exchange in the United States on such date but
the shares are not traded on such date, or such national securities exchange
is not open for business on such date, the fair market value per share shall
be determined as of the closest preceding date on which such exchange shall
have been open for business and the shares were traded. If the shares are
listed on more than one national securities exchange in the United States on
the date any such Option is granted, the Committee shall determine which
national securities exchange shall be used for the purpose of determining the
fair market value per share. If a public market exists for the shares on any
date on which the fair market value per share is to be determined but the
shares are not listed on a national securities exchange in the United States,
the fair market value per share shall be deemed to be the mean between the
closing bid and asked quotations in the over-the-counter market for the shares
on such date. If there are no bid and asked quotations for the shares on such
date, the fair market value per share shall be deemed to be the mean between
the closing bid and asked quotations in the over-the-counter market for the
shares on the closest date preceding such date for which such quotations are
available. If no public market exists for the shares on any date on which the
fair market value per share is to be determined, the Committee shall, in its
sole discretion and best judgment, determine the fair market value of a share.
For purposes of the Plan, the determination by the Committee of the fair
market value of a share shall be conclusive..
If any grantee of an ISO (directly and under attribution rules of
the Code) stock possessing more than 10% of the total combined voting power of
Global (or any parent or subsidiary of Global) the Option price of that ISO
shall be not less than 110% of the fair market value of shares subject to the
Option and such Option shall not be exercisable after the expiration of five
years from its date of grant.
The exercise price for shares purchased must be paid in full at
the time of exercise; no shares will be issued until full payment is made.
Such payment may be made either (1) in cash; (2) by check; or (3) in the
discretion of the Committee, by delivering shares of the Company's Common
Stock, valued at its fair market value determined as of the date of exercise
of the Option, or a combination of the foregoing.
Cash proceeds from the exercise of Options are added to the
general funds of the Company available for its corporate purposes.
DEATH
-----
If an Option holder dies while in the employ of the Company or a
Subsidiary or Parent, the person or persons to whom the Option is transferred
by will or the laws of descent and distribution, may, at any time within one
(1) year after the date of death, but no later than the date of expiration of
the Option, exercise the Option. Any Options or portions of Options of
deceased employees not so exercised will terminate.
TERMINATION OF EMPLOYMENT
-------------------------
Disability
----------
If the employment or service of an Optionee is terminated by
reason of disability [defined in Section 22(e)(3) of the Code in the case of
an ISO, and determined by the Board of Directors], the Option then held by the
Optionee may be exercised, to the extent the Option was exercisable at the
time of such termination, within one (1) year after such termination, but not
later than the date of expiration of the Option. Any Options, or portions
thereof, no so exercised will terminate.
Other Termination
-----------------
Upon termination of directorship or employment with the Company,
or a Subsidiary or Parent, for any reason except death or disability, an
Option holder may, at any time within three (3) months after the date of such
termination, but not later than the date of expiration of the Option, exercise
the Option to the extent he was entitled to do so on the date of such
termination; provided, however, that if such director or employee voluntarily
terminates his directorship or employment, or is discharged for cause, of
which the Board is the sole judge, his Option will expire immediately. An
Optionee whose directorship or employment is terminated by retirement in
accordance with the Company's normal retirement policies, as determined by the
Committee, will be permitted to exercise any Options held by such Optionee, to
the extent he was entitled to do so on the date of such retirement, within
three (3) months after the date of such termination, but not later than the
date on which such Options would otherwise expire. Any Options or portions of
Options of terminated employees not so exercised will terminate.
A participant on a bona fide leave of absence shall be considered
an employee for purposes of the exercise of an Option and shall be entitled to
exercise such Option during such leave (but in the case of ISO's, only to the
extent that his employment is not determined to be interrupted thereby for
purposes of Section 422 of the Code) Also, a transfer from the Company to a
Parent or subsidiary or from a Parent or Subsidiary to the Company will not be
deemed a termination or interruption of employment for purposes of the Plan.
Nothing in the Plan, or in any Option granted thereunder, confers
on any person any right with respect to continuation of employment or
retention in service in any capacity by the Company or a Parent or Subsidiary,
and the grant of an Option under the Plan shall not constitute an employment
agreement of any kind.
TRANSFERABILITY OF OPTIONS
--------------------------
An Option granted under the Plan may not be transferred except by
will or the laws of descent and distribution and, during the lifetime of an
Optionee, the Option may be exercised only by him or his legal guardian or
legal representative.
RESALE OF SHARES ACQUIRED UPON EXERCISE OF OPTIONS
--------------------------------------------------
Generally, Optionees who are not "affiliates" (controlling
persons) of the Company at the time of a proposed resale may sell shares
acquired after the date of this Prospectus upon exercise of Options granted
under the Plan without regard to securities law registration restrictions,
since such shares have been registered under the Securities Act of 1933 and
will not be "restricted securities." An "affiliate" is a person having sole
power or sharing the power to direct or cause the direction of the management
and policies of the Company. Unless a separate resale prospectus is prepared
and filed with the Securities and Exchange Commission ("SEC") by the Company,
affiliates must make resales of such shares in compliance with SEC Rule 144
(except that the holding period requirement of Rule 144 is not applicable to
the resale of such shares), or another available exemption from registration
under the Securities Act of 1933. Thus, affiliates are subject generally to
the same restrictions with regard to the resale of shares acquired under the
Plan as they are with respect to the resale of otherwise-acquired shares of
the Company's common stock, including the restrictions resulting from the
provisions of Section 16(b) of the Securities Exchange Act of 1934.
Section 16(b) of the Securities Exchange Act of 1934 provides for recapture by
the Company of "profit" realized by an officer, director or more than 10%
shareholder of the Company from any purchase (including the exercise of an
Option) and sale, or any sale and purchase, of any equity security of the
Company within any period of less than six months.
TAX CONSEQUENCES
----------------
The Company has been advised that under the present provisions of
the Code, and subject to all regulations promulgated under Section 422
thereof, the federal income tax consequences with respect to Options which may
be granted under the Plan can be summarized as follows:
(1) An Optionee will not recognize income nor will the Company be
entitled to a deduction at the time an ISO is granted or exercised. Any gain
upon the subsequent sale of the shares acquired on exercise of an ISO is
subject to tax at capital gains rates; provided that the Optionee makes no
disposition of the shares within two (2) years after the ISO is granted or
within one year after the shares are transferred to the Optionee, whichever is
later. The spread between the ISO price and the fair market value of the
shares at the time o exercise is, however, a preference item and must be
recognized for purposes of the alternative minimum tax. The Company is not
entitled to any tax deduction if the Optionee satisfies the holding period
requirements described above.
(2) If the Optionee makes a disposition of shares purchased upon
exercise of an ISO before the expiration of the requisite holding periods
described above, the Optionee will be taxed as if he had received compensation
income in the year of disposition and the Company will be entitled to a
corresponding deduction in that year; provided it satisfies certain
withholding requirements. The holding period requirements are waived in the
event of the employee's death. The amount of income (and the Company's
deduction) will be equal to the difference between the ISO exercise price and
the fair market value of the shares on the date of exercise. Any balance of
the Optionee's gain on disposition of the shares will be subject to tax as a
capital gain determined under the normal capital asset holding period rules.
However, if the Optionee makes a disqualifying disposition of shares before
the expiration of the holding periods described above that is a sale or
exchange with respect to which a loss (if sustained) would be recognized (i.e.
not to a related party), the amount of compensation income recognized by the
Optionee (and the Company's deduction) will not exceed the excess, if any, of
the amount realized over the adjusted basis of the shares.
(3) Shares purchased upon the exercise o an ISO may be paid for
in whole or part by delivering previously acquired shares of Common Stock of
the Company. However, all stock acquired pursuant to the exercise of an ISO is
subject to the holding period rules and disqualifying disposition rules
described above, regardless of whether such stock is paid for with cash or
previously acquired shares. Furthermore, the exercise of an ISO with
previously acquired shares will be deemed to be an exchange to which Section
1036 of the Code applies. The Optionee's basis and holding period in the
number of shares of ISO stock that equals the number of previously acquired
shares used to exercise the ISO will be the same as the basis and holding
period of the previously acquired shares used to exercise the ISO. The
Optionee's basis in any remaining shares of ISO stock will be zero and his
holding period for those shares will begin on the date he acquires those
remaining shares.
(4) An Optionee will not recognize taxable income at the time a
NSO is granted, but taxable income will be recognized, and the Company will be
entitled to a deduction (provided it satisfies certain withholding
requirements) at the time of exercise of the NSO. The amount of income (and
the Company's deduction) will be equal to the difference between the NSO
exercise price and the fair market value of the shares on the date of
exercise. The income recognized will be taxed at ordinary income tax rates
for federal income tax purposes. On subsequent disposition of the shares
acquired upon exercise of a NSO, capital gain or loss, as determined under the
normal capital asset holding period rules, will be recognized in the amount of
the difference between the proceeds of sale and the fair market value of the
shares on the date of exercise.
(5) Where the NSO exercise price is paid in previously acquired
stock, the exercise is treated as a tax-free exchange of the shares of
previously acquired stock (without recognizing any taxable gain with respect
thereto) for a like number of new shares (with such new shares having the same
basis and holding period as the old). The Optionee's basis in any remaining
shares will equal the amount of compensation income recognized upon exercise
of the NSO and the holding period for such shares will begin on the day the
Optionee acquires them. This mode of payment does not affect the ordinary
income tax liability incurred upon exercise of the NSO described above.
(6) If "statutory option stock" (stock acquired through the
exercise of an ISO and Options issued under an employee stock purchase plan)
is transferred to acquire shares offered under an Option, and if the
applicable holding periods for such statutory option stock have not been met
before such transfer, the transfer is considered a disqualifying disposition
and will result in ordinary income with respect to the stock disposed of, but
will not affect the tax treatment, as described above, for the stock received.
(7) In the case of officers and directors of the Company subject
to the short-swing profit provisions of Section 16(b) under the Securities
Exchange Act of 1934, the tax consequences of exercise of either an ISO or NSO
granted under the Plan will be deferred until at least six months after
exercise, unless such persons otherwise elect at the time of exercise.
However, the income when recognized will include any appreciation in value of
the acquired shares during the period of deferral, and the capital gain
holding period will not begin to run until the end of the period of deferral.
The foregoing summary description is based upon the presently
applicable provisions of the Code, and is subject to change in the event of a
change in either the Code or interpretations thereof. Each Optionee is urged
to consult his personal legal and tax advisor as to the legal and tax effects
of his individual situation and his participation in the Plan.
OUTSTANDING OPTIONS
-------------------
As of November 17, 1997, Options had been granted for 171,000
shares authorized to be issued pursuant to the Plan of which 36,000 had
terminated or been cancelled; and 135,000 were outstanding and unexercised.
On that date, 15,000 additional shares dedicated to the Plan were available
for future Options grant and purchase.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
- --------------------------------------------------------------------
Global Casinos, Inc. will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any document referred to
herein in Item 3. under the caption "Incorporation of Certain Documents by
Reference," which documents are incorporated by reference in Global Casinos,
Inc.'s Section 10(a) prospectus, together with a copy of the Plan, and/or a
copy of Global Casinos, Inc.'s latest annual report to shareholders. Such a
request should be directed to Global Casinos, Inc.
Global Casinos, Inc. is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy and
information statements and other information filed by Global Casinos, Inc. can
be inspected and copied (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W. Judiciary Plaza,
Washington, D.C. 20549, as well as at the following Regional Offices:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material also may be obtained at prescribed rates
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and are publicly available through
the Commission's website at http:\\www.sec.gov.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The Registrant hereby states that (i) the documents listed in (a)
through (c) below are incorporated by reference in this Registration Statement
and (ii) 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
hereunder 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 a part hereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1997, as filed with the Commission on October 14,
1997, SEC File No. 0-15415, and amended on Form 10-KSB/A-1, SEC File No. 0-
15415, filed with the Commission on November 19, 1997;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant
document referred to in (a) above, including:
1. The Registrant's Quarterly Report on Form 10-QSB for
the fiscal quarter ended September 30, 1997; as filed with the Commission on
November 19, 1997, SEC File No. 0-15415;
2. The Notice of Annual Meeting of Shareholders, Proxy
Statement and form of Proxy filed with the Securities and Exchange Commission
("Commission") on November 3, 1997, in connection with the Registrant's Annual
Meeting of Shareholders on January 12, 1998;
(c) The description of the Registrant's Common Stock, $.05 par
value, contained in the Registrant's Registration Statement on Form SB-2, as
filed with the Commission on April 13, 1995, SEC File No. 33-76204, as
amended, including any amendment or report filed for the purpose of updating
such description.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Clifford L. Neuman, a partner in the law firm of Neuman & Drennen,
LLC, is the beneficial owner of 40,220 shares of Common Stock and 20,000
Warrants of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The only statute, charter provision, bylaw, contract, or other
arrangements under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, are as follows:
(a) Sections 7-109-101 through 7-109-110 of the Colorado Corporation
Code provide as follows:
7-109-101. DEFINITIONS. As used in this article:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to
the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries
of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including
an excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(5) "Official capacity" means, when used with respect to a
director, the office of director in a corporation and, when used
with respect to a person other than a director as contemplated in
section 7-109-107, the office in a corporation held by the officer
or the employment, fiduciary, or agency relationship undertaken by
the employee, fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred
in the proceeding if:
(a) The person conducted himself or herself in good
faith; and
(b) The person reasonable believed:
(I) In the case of conduct in an official capacity
with the corporation, that his or her conduct was in the
corporation's best interests; and
(II) In all other cases, that his or her conduct
was at least not opposed to the corporation's best
interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is
conduct that satisfies the requirement of subparagraph (II) of
paragraph (b) of subsection (1) of this section. A director's
conduct with respect to an employee benefit plan for a purpose that
the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not
to satisfy the requirements of paragraph (a) of subsection (1) of
this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.
(5) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited
by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because
the person is or was a director, against reasonable expenses
incurred by him or her in connection with the proceeding.
7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has
met the standard of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that he or she did
not meet the standard of conduct; and
(c) A determination is made that the facts then known to
those making the determination would not preclude indemnification
under this article.
(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the
director but need not be secured and may be accepted without
reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to
mandatory indemnification under section 7-109-103, the court shall
order indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and
reasonable entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 7-109-102 (1) or was adjudged liable in
the circumstances described in section 7-109-102 (4), the court may
order such indemnification as the court deems proper; except that
the indemnification with respect to any proceeding in which
liability shall have been adjudged in the circumstances described in
section 7-109-102 (4) is limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses incurred to
obtain court-ordered indemnification.
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.
(1) A corporation may not indemnify a director under section 7-109-
102 unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been
made.
(2) The determinations required by subsection (1) of this section
shall be made:
(a) By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceeding shall be counted in
satisfying the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors
not parties to the proceeding; except that directors who are parties
to the proceeding may participate in the designation of directors
for the committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)
of this section shall be made:
(a) By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in
paragraph (a) or (b) of subsection (2) of this section or, if a
quorum of the full board cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority
vote of the full board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the
determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body
that selected such counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the
same extent as to a director; and
(c) A corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.
7-109-108. INSURANCE. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while a
director, officer, employee, fiduciary, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the
same liability under section 7-109-102, 7-109-103, or 7-109-107.
Any such insurance may be procured from any insurance company
designated by the board of directors, whether such insurance company
is formed under the laws of this state or any other jurisdiction of
the United States or elsewhere, including any insurance company in
which the corporation has an equity or any other interest through
stock ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article
of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.
7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR.
If a corporation indemnifies or advances expenses to a director
under this article in connection with a proceeding by or in the
right of the corporation, the corporation shall give written notice
of the indemnification or advance to the shareholders with or before
the notice of the next shareholders' meeting. If the next
shareholder action is taken without a meeting at the instigation of
the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a
writing consenting to such action.
* * *
(b) Article XI of the Amended and Restated Articles of Incorporation of
the Registrant provides, in pertinent part:
a. A director of this Corporation shall not be liable to the
corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the
extent that such an exemption from liability or limitation
thereof is not permitted under the General Corporation
Laws of the State of Colorado as the same exists or may
hereafter be amended.
b. Any repeal or modification of the foregoing paragraph a.
by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the
corporation existing at the time of such repeal or
modification.
(c) Article VIII of the Amended and Restated Articles of Incorporation
of the Registrant provides:
The Corporation may and shall indemnify each Director,
Officer and any employee or agent of the Corporation, his
heirs, executors and administrators, against any and all
expenses and liability reasonably incurred by him in
connection with any action, suit or proceeding to which he
may be a party by reason of his being or having been a
director, officer, employee or agent of the Corporation to
the full extent required or permitted by the Colorado
Corporation Code, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable. No Restricted Securities are to be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
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Exhibit Description
- ------- -----------
4.1 Global Casinos, Inc. 1993 Stock Incentive Plan, as amended
5.0 Opinion of Neuman & Drennen, LLC
23.1 Consent of Neuman & Drennen, LLC (contained in Exhibit 5.0)
23.2 Consent of Gelfond Hochstadt Pangburn & Co., Certified Public Accountants
ITEM 9. UNDERTAKINGS.
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a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("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
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final adjudication
of such issue.
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 Colorado Springs, State of Colorado,
on November 20, 1997.
GLOBAL CASINOS, INC.
By: /s/ Stephen G. Calandrella
------------------------------------------
Stephen G. Calandrella, Interim President
POWER OF ATTORNEY
Each of the directors of the Registrant and each other person whose
signature appears below, by his execution hereof, authorizes Stephen G.
Calandrella to act as his attorney in fact to sign, on his behalf individually
and in each capacity stated below, and file all amendments and post-effective
amendments to, the Registration Statement, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and such other applicable governmental/regulatory agencies, hereby ratifying
and confirming all that Stephen G. Calandrella or his substitute or
substitutes, may do or cause to be done by virtue hereof, and the Registrant
hereby confers like authority to sign and file on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dated indicated.
SIGNATURE TITLE DATE
/s/ Stephen G. Calandrella President, Director 11/20/97
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Stephen G. Calandrella
/s/ Pete Bloomquist Chief Financial Officer, 11/20/97
- -------------------------------- Chief Accounting Officer, --------------
Pete Bloomquist Director
/s/ Clifford L. Neuman Director 11/20/97
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Clifford L. Neuman
/s/ Clifford C. Thygesen Director 11/20/97
- -------------------------------- ------------
Clifford C. Thygesen