The company filed an S-8 to "register" 5 million shares for use in paying consultants and others. Here's most of the filing.
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORAM GAMING & ENTERTAINMENT, INC.
------------------------------------------------------
(Name of small business issuer in its charter)
NEVADA 84-0485316
- ----------------------------- -------------------------
(State or other jurisdiction (I.R.S. Employer or
of incorporation organization) Identification No.)
Three Canton Square, Toledo, OH 43624
--------------------------------------- --------------------
(Address of principal place of business) (zip code)
Noram Gaming & Entertainment, Inc.
Year 2000 Consultant Stock Compensation Plan
------------------------------------------------------
(Full title of the plan)
Donald F. Mintmire, Esq.,
265 Sunrise Avenue, Suite 204,
Palm Beach, FL 33480
Tel: (561) 832-5696
-----------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF PROPOSED MAXIMUM AGGREGATE
SECURITIES AMOUNT OFFERING OFFERING AMOUNT OF
TO BE TO BE PRICE PRICE REGISTRATION
REGISTERED REGISTERED PER SHARE PER SHARE FEE (1)
------------ ------------ --------- ---------- ------------
Common Stock 5,000,000 $0.12 600,000 $158.40
No par
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the average of the bid and
asked price of the Company's Common Stock as specified withing five (5) business
days prior to date of filing, as reported on the OTC Electronic Bulletin Board.
(2) Represents the maximum number of shares to which options may be granted
under the Noram Gaming & Entertainment, Inc. Consultant Stock Compensation Plan
(the "Plan").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(1) The Registrant's Annual Report on Form l0-KSB for the fiscal year
ended December, 31, 1999.
(2) All other reports filed by the Registrant with the Commission
pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant's Annual Report referred to above; and
(3) The description of the Common Stock of the Registrant contained in
the Registrant's Registration Statement.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto 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 herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Registrant contain provisions which provide for the
indemnification of directors, officers, and other employees or agents of the
Registrant properly appointed to serve
in an official capacity who while acting in good faith, in the best interests of
the Registrant, and within the scope of their offices, are or are threatened to
be named as a defendant or respondent in a civil or criminal action. The extent
of the indemnification is limited to judgements, penalties, fines, settlements
and reasonable expenses actually incurred.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 * Opinion of Mintmire & Associates
10.1 * Noram Gaming & Entertainment, Inc.
Year 2000 Consultant Stock Compensation Plan
23.1 * Consent of Smith & Company
23.2 Consent of Mintmire & Associates
(contained in the opinion filed as Exhibit 5.1 hereof)
----------------------------
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) (1) to file, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, to 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) to remove from registration by means of a post-effective amendment 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 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 Company 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 Company will, unless in the opinion of this
counsel that 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
jurisdiction 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, in the City of Toledo, State of Ohio, this
27th day of September 2000.
NORAM GAMING & ENTERTAINMENT, INC.
By: /s/ Julius Csurgo
---------------------------
Julius Csurgo
CEO, President, 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
dates indicated.
Signature Title Date
------------------------- ------------------- -------------------
/s/ George Zilba
------------------------- Chairman, Director September 27, 2000
George Zilba
/s/ Julius Csurgo
------------------------- CEO, President, Treasurer September 27, 2000
Julius Csurgo Director
/s/ John Corrigan
------------------------- Director September 27, 2000
John Corrigan
TYPE: EX-5.1 OTHERDOC
SEQUENCE: 2
FILENAME: 0002.txt
DESCRIPTION: LEGAL OPINION
OTHERDOC AVAILABLE Series=0002.txt Ver="": Document is copied.
EXHIBIT 5.1
September 27, 2000
Board of Directors
Noram Gaming & Entertainment, Inc.
Three Canton Square
Toledo, OH 43624
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about September
27, 2000, in connection with the registration under the Securities Act of 1933,
as amended, of 5,000,000 shares of the Company's Common Stock, no par value
(exclusive of any securities associated therewith, the "Stock") to be sold by
you pursuant to the Company's Year 2000 Consultant Stock Compensation Plan. (the
"Purchase Plan").
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Purchase Plan.
It is our opinion that the 5,000,000 shares of the Stock that may be issued and
sold by the Company pursuant to the Plan, when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
MINTMIRE & ASSOCIATES
/s/ Donald F. Mintmire
Donald F. Mintmire, Esq.
DFM/mt
TYPE: EX-10.1 OTHERDOC
SEQUENCE: 3
FILENAME: 0003.txt
DESCRIPTION: COMPENSATION PLAN
OTHERDOC AVAILABLE Series=0003.txt Ver="": Document is copied.
EXHIBIT 10.1
CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Noram Gaming &
Entertainment, Inc. and its Subsidiaries (together being the "Company") by
allowing the Company to compensate Consultants and certain other persons who
have provided bona fide services to the Company, through the award of Common
Stock of the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or warrants
to purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the Common Stock of the Company.
5. "Date of Grant" means the day the Board of Directors authorized the
grant of an Award or such later date as may be specified by the Board of
Directors as the date a particular Award will become effective
6. "Consultant" means any person or entity (i) who has rendered or will
render bona fide services to the Company, and (ii) who, in the opinion of the
Board of Directors, are in a position to make, or who have previously made, a
significant contribution to the success of the Company.
7. 'Subsidiary" means any corporation that is a subsidiary with regard to
as that term is defined in Section 424(f) of the Code.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is September 1, 2000.
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this
Plan, and will grant Awards under this Plan. Subject to the express provisions
of this Plan and applicable law, the Board of Directors shall have full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 5,000,000 shares which number represents 5,000,000
shares not yet issued under the Plan. The Board of Directors may increase the
maximum number of shares of Common Stock as to which Awards may be granted at
such time as it deems available.
VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Consultants.
VII. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Consultant Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Consultant will relate, and the terms and conditions upon which an Award
may be issued (including, without limitation, the date of exercisability,
exercise price and term of any Award which constitutes an option or warrant to
purchase Common Stock). No grant will be made if, in the judgment of the Board
of Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations promulgated thereunder.
VIII. DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the
Company shall deliver to the person who is the recipient of the Award, a
certificate or certificates registered in that person's name, representing the
number of shares of Common Stock that were granted. If applicable, each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction which was not registered under the
Act, and may only be sold or transferred in a transaction that is registered
under the Act or is exempt from the registration requirements of the Act.
IX. RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
X. LAWS AND REGULATIONS.
1. The obligation of the Company to sell and deliver shares of Common
Stock on the grant of an Award under this Plan shall be subject to the condition
that counsel for the Company be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in
order to provide officers and directors with certain exemptions from Section
16(b) of the Securities Exchange Act of 1934, as amended.
XI. TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XII. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.
TYPE: EX-23.1 OTHERDOC
SEQUENCE: 4
FILENAME: 0004.txt
DESCRIPTION: ACOUNTANTS CONSENT
OTHERDOC AVAILABLE Series=0004.txt Ver="": Document is copied.
EXHIBIT 23.1
Smith
&
Company
A Professional Corporation of Certified Public Accountants
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Noram Gaming and Entertainment, Inc. on Form S-8 of our report dated April 4,
2000 appearing in the Annual Report of Form 10-KSB of Noram Gaming and
Entertainment, Inc. for the year ended December 31, 1999, and to the use of our
report dated April 4, 2000, appearing as an exhibit which is part of this
Registration Statement.
Smith & Company
By: /s/ William R. Denney
------------------------------
William R. Denney, Partner
September 28, 2000
10 West 100 South, Suite 700. Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297o Facsimile: (801) 575-8306
E-mail: smithco@smithandcocpa.com
Members: American Institute of Certified Public Accountants.
Utah Association of Certified Public Accountants
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