SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 5, 1997
SPINTEK GAMING TECHNOLOGIES, INC.
California
(State or other jurisdiction of incorporation)
0-27226 33-0134823
(Commission (IRS Employer
File Number) Identification No.)
901 B Grier Drive , Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 263-3660
Item 5. Other events
On June 5, 1997, Spintek Gaming Technologies, Inc. (the "Company") received a
Notice of Conversion ("Conversion") to convert 958 shares of the Company's
Series A 4% Convertible Preferred Stock ("Preferred") from RBB Bank
Aktiengesellschaft ("RBB"). Such Conversion will result in RBB receiving
4,919,658 new shares of the Company's common stock, par value $0.002 per share
("Common") and will increase the total shares of Common outstanding to
15,794,814 shares. The Conversion price is based on the five day average
closing bid price of the Common for the five days ended prior to the date of
Conversion (June 4, 1997). Upon the issuance of the new shares of Common to
RBB, it will be the holder of 6,033,541 shares of Common, or approximately
38.2% of the total outstanding shares.
RBB is the holder of all of the outstanding Preferred, and will hold 7,313
shares after the Conversion. Such Preferred shares are convertible at the
option of the RBB until December 31, 1999 under the same terms and conditions
as those shares converted pursuant to this Conversion.
Exhibits:
I. Notice of Conversion
II. Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 6, 1997
SPINTEK GAMING TECHNOLOGIES, INC.
By: /s/ROBERT E, HUGGINS
Robert E. Huggins
Its: Chief Financial Officer
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EXHIBIT I
RBB BANK AG
RBB Bank Aktiengesellschaft
Burgring 16, 8010 Graz
Tel. 011-43/316/8072-354
Fax 011-43/316/8072-1
From: Herbert StrauB
To: Spintek Gaming Technology
Attn-:Gary Coulter, Chairman & CEO 001-702-263-3680
Copies to:Joseph Canouse 001-404-816-6268
Edward Brown, Esq. 001-404-681-1046
Steve Cunningham, Esq. 001-404 817-6050
Date:05-06-1997
Dear Gary,
Please convert 958 of the 6.942 preferred shares owned by RBB Bank into common
shares of Spintek Gaming Technology.
The closing bid prices for the previous five days were:
29.05-1997 0,20000 $
30.05.1997 0,20000 $
02.06.1997 0,20000 $
03.06.1997 0,20000 $
04.06.1997 0,20000 $
Average: 0,20000 $ = Conversion Price
The issuance date of the pr. shares was 0l Okt 96 and we should therefore get
interest for 247 days, which is 25.931,62 $
RBB Bank should therefore get 4.919.659 common shares,
Please deliver them to ABN Amro Chicago Corp, 1325 Avenue of the Americas,
New York, NY 10019, attn. Bill Pope, phone 212-314-1607, for RBB Bank,
acc.no. 741-10284.
Yours sincerely,
/s/ HERBERT STRAUSS
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NOTICE OF CONVERSION
(To be Executed by the Registered Holder
in order to Convert Shares of Series A Preferred Stock)
The undersigned hereby irrevocably elects to convert $________ U.S. in stated
value (face amount) of Series A Preferred Stock (the "Preferred Stock"),
represented by Certificate No(s). __2___ into shares of common stock (the
"Common Stock") of Spintek Gaming Technologies, Inc. (the "Company"). If
shares are to be issued in the name of a person other than undersigned, the
undersigned will pay all transfer taxes payable with respect thereto and is
delivering herewith such certificates. No fee will be charged to the
undersigned for any conversion, except for transfer taxes, if any.
The undersigned represents that it and each person or entity on whose behalf it
holds Preferred Stock to be converted into Common Stock (each an "Investor"):
(i) is familiar with and understands the terms, conditions and requirements
contained in Regulation S ("Regulation S") and Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Act"); (ii) is not a "U.S. Person"
or "distributor" as defined in Regulation S; (iii) purchased the Convertible
Debenture or Preferred Stock for which conversion is being elected, and is
purchasing the Common Stock referenced herein, for its own account and for the
account of each Investor and not for the account or benefit of any U.S. Person;
(iv) will comply with the transfer restrictions contained in Section 4(1) of
the Act and Rule 144 promulgated thereunder to the extent they are applicable;
(v) will make any sale, transfer or other disposition of the Common Stock in
full compliance with the Act, the Exchange Act, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder;
and (vi) received the offer to purchase the Preferred Stock outside the United
States and, at the time the Subscription Agreement pursuant to which the
Preferred Stock was purchased, and, upon execution of this Notice of Conversion,
is outside the United States. The undersigned has obtained representations
from each Investor with respect to compliance with paragraphs (i) - (vi) of
this Notice.
Conversion Formula: 05.06.1997
Date of Conversion
(958,000 + (958.000 * 4% /365 *247)/ .02 =
= 958,000 +25,931.62/ 0.2 = 4,919,658 shares 0.2$
Applicable Conversion Price
/s/ HERBERT STRAUSS
Signature
Herbert Strauss, Head Trader
Name
Address: Please send shares to:
ABN Amro Chicago Corp.,
1325 Avenue of the Americas
NY, NY 10019, for RBB Bank,
acc. No. 741-10284
attn.: Mr. Bill Pope,
Phone no. : 212-314-1607
* No shares of Common Stock will be issued until the original Preferred Stock
Certificate(s), as the case may be, to be converted and the Notice of Conversion
are received by the Company's Attorney or Transfer Agent. The original
Preferred Stock Certificate(s) to be converted and the Notice of Conversion must
be received by the Company's Attorney or Transfer Agent by the third business
day following the Date of Conversion, or such Notice of Conversion shall become
null and void in the discretion of the Holder.
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EXHIBIT II
Spintek Gaming Announces Stock Conversion By Investment Bank
Las Vegas, NV, June 6, 1997 - Spintek Gaming Technologies
(OTC-SPTK) today announced that on June 5, 1997 RBB Bank
Aktiengesellschaft exercised its option to convert a portion
of Spintek ("Company") Series A Convertible Preferred Stock
held for a group of investors ("Preferred") to common shares.
RBB Bank will convert 958 shares of Preferred into 4,919,658
shares of common stock ("Common"), par value $0.002 per share.
The conversion price was at a rate equal to the five-day
average closing bid price of the Common immediately preceding
the notice to convert. The conversion will result in a total
of 15,794,814 shares outstanding of Spintek common stock.
According to a spokesman for RBB, they are excited about
Spintek's recent innovations and its market potential in
gaming and non-gaming product lines.
"The conversion is an acknowledgment by the investors of the
recent progress by Spintek and their desire to participate
directly in Spintek's anticipated market growth," commented
Mr. Gary L. Coulter, Spintek's chairman and chief executive
officer. "The investors are excited about the Company's long-
term prospects and their participation in this investment."
As a result of the conversion, RBB Bank will hold a total of
6,033,541 common shares, which is equal to 38.2% of the
outstanding shares after the conversion. RBB retains 7,313
Preferred shares after this transaction, which are subject to
conversion under the same terms and conditions as those just
converted.
Spintek Gaming Technologies, Inc. is a Nevada, Las Vegas based
company whose focus is the marketing of its proprietary gaming
technology offering a new standard of operational coin
control. Spintek's unique product line, collectively named
AccuSystem, brings a new level of gaming device security and
management information to the casino industry.
