AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 1, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVANCED GAMING TECHNOLOGY, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WYOMING 0-21991 98-0152226
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(STate or Other Jurisdiction Of Commission (I.R.S. Employer
INcorporation or Organization) File No. Identification No.)
24165 IH 10 West, Suite 217125
San Antonio, Texas 67257
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(Address of principal executive offices)
Not Applicable*
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(Full title of the Plan)
Carl N. Duncan, Esq.
Duncan, Blum & Associates
5718 Tanglewood Drive
Bethesda, Maryland 20817
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(Name and address of agent for service)
(301) 263-0200
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share offering price fee
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Common Stock 800,000 Published Published $ 100.00(1)
$.005 Par Value Shares Bid Price Bid Price
$0.02(2) $16,000
* Registration relates to shares issued to consultant(s) for services rendered.
Notes to Table:
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(1) 800,000 shares x $0.02 (Bid Price) = $16,000
(2) Estimated solely for the purposes of calculating the registration fee
based, since OTCBB trading has not commenced, on the $.005 par value per
share of common stock.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The March 31, 2003 Annual Report on Form 10-KSB of the Company for the
period ending December 31, 2002.
(b) The Quarterly Report on Form 10-QSB of the Company for the period ending
March 31, 2002.
(c) The description of the common stock of the Registrant contained in
Registrant's Form 10-KSB filed March 31, 2003.
(d) All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of the Registration Statement, in each case filed by
the Company prior to the termination of the offering of the securities
offered hereby, shall be deemed to be a part hereof from the date of the
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated
herein by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
No answer to this item is required because the class of securities (common
stock) to be offered is registered under Section 12 of The Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws limit the liability of its directors to the maximum extent
permitted by Wyoming law. Thus, the directors of the Company are not personally
liable for monetary damages for any action taken, or any failure to take any
action, unless the director has breached or failed to perform the duties of his
office and the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. Such limitation does not apply to any responsibility
of liability pursuant to criminal statute or liability for the payment of taxes
pursuant to local, state or federal law. In addition, the Company's Bylaws
authorize the Company to maintain liability insurance for its directors and
officers.
At present, there is no pending litigation or proceeding, and the Company is not
aware of any threatened litigation or proceeding, involving any director,
officer, employee or agent where indemnification will be required or permitted
under the Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
(1) Opinion of Carl N. Duncan, Esq.
(2) Consent of Carl N. Duncan, Esq.
(3) Consent of Robison, Hill & Co., CPAs
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(b) that for purposes of determining any liability under the Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offer
thereof; and
(b) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing or an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the Registrant, it 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, as amended, 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 San Antonio, Texas on July 1, 2003.
ADVANCED GAMING TECHNOLOGY, INC.,
a Wyoming corporation
By: /s/ Gary L. Cain
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Gary L. Cain, Chairman, Chief Executive Officer and
Director
Date: July 1, 2003
By: /s/ Bruce M. Arinaga
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Bruce M. Arinaga, President, Secretary, Treasurer and
Director
Date: July 1, 2003
By: /s/ William Burton
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William Burton, Director
Date: July 1, 2003
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT NO.
(1) Opinion of Carl N. Duncan, Esq.
(2) Consent of Carl N. Duncan, Esq.
(3) Consent of Robison, Hill & Co., CPAs
EXHIBIT NO. 1
OPINION OF COUNSEL
CARL N. DUNCAN, ESQ.
ATTORNEY AT LAW
cduncan.counselor@verizon.net
5718 TANGLEWOOD DRIVE
BETHESDA, MARYLAND 20817
(301) 263-0200
(301) 263-0300 (Fax)
Board of Directors
Advanced Gaming Technology, Inc.
24165 IH 10 West
Suite 217125
San Antonio, Texas 67257
Re: 2003 CONSULTANT STOCK PLAN (THE "PLAN")
Ladies and Gentlemen:
We have acted as counsel to Advanced Gaming Technology, Inc., a Wyoming
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933 of the
Company's Registration Statement on Form S-8 relating to 800,000 shares of the
Company's common stock, par value $.005 (the "Shares").
In connection with that registration, we have reviewed the proceedings
of the Board of Directors of the Company relating to the registration and
proposed issuance of the Shares, the Certificate of Incorporation of the Company
and all amendments thereto, the Bylaws of the Company and all amendments thereto
and such other documents and matters as we have deemed necessary to the
rendering of the following opinion.
Based upon that review, it is our opinion that the Shares, when issued
in conformance with the terms and conditions of the Plan, will be legally
issued, fully paid and nonassessable under the Wyoming General Corporation Code.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
/s/ CARL N. DUNCAN, ESQ.
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CARL N. DUNCAN, ESQ.
EXHIBIT NO. 2
CONSENT OF COUNSEL
We hereby consent to the use of this Opinion of Counsel as an exhibit to this
Form S-8 Registration Statement.
/s/ CARL N. DUNCAN, ESQ.
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CARL N. DUNCAN, ESQ.
Bethesda, Maryland
July 1, 2003
EXHIBIT NO. 3
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the use in the Registration Statement of Solar Satellite
Communication, Inc. on Form S-8 to be filed on or about July 1, 2003 with the
Securities and Exchange Commission our report dated March 31, 2003 on the
consolidated statements of Advanced Gaming Technology, Inc. which expresses an
unqualified opinion and includes an explanatory paragraph relating to a going
concern uncertainty.
/s/ Robison, Hill & Co., CPAs
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Robison, Hill & Co., CPAs
Salt Lake City, Utah
July 1, 2003