UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
Commission file number 0-27226
SPINTEK GAMING TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
California 33-0134823
(State of incorporation or organization) (IRS Employer Identification No.)
901-B Grier Drive, Las Vegas, Nevada 89119 ( 702 ) 263 - 3660
(Address of principal executive offices) (Issuer's telephone number)
Indicate by mark whether the issuer (1) filed all reports to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
The number of shares of Common Stock, $0.002 par value, outstanding on March 31,
1997 was 10,866,885.
<PAGE>
SPINTEK GAMING TECHNOLOGIES, INC.
(a development stage company)
FORM 10-QSB
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet at March 31, 1997 3
Consolidated Statements of Operations - From Inception
to June 30, 1996, Three Months Ended March 31, 1997,
Nine Months Ended March 31, 1997 and
From Inception to March 31, 1997 4
Consolidated Statements of Cash Flows - From Inception to
June 30, 1996, Nine Months Ended March 31, 1997 and
From Inception to March 31, 1997 5
Notes to Financial Statements 7
Item 2. Plan of Operation 11
PART II. OTHER INFORMATION 14
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 15
Item 3. Defaults on Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 17
Signature Page 18
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
SPINTEK GAMING TECHNOLOGIES, INC.
(a development stage company)
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
MARCH 31, JUNE 30,
1997 1996
(unaudited)
ASSETS
Current assets:
Cash $ 168 $ 121
Inventories, net 526 452
Prepaid and other 311 25
Total current assets 1,005 598
Furniture, fixtures and equipment - net 112 76
Licenses and patents 1,019 1,019
Note receivable from related company 113 160
Other assets 172 11
Total assets $ 2,421 $ 1,864
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Demand notes payable to affiliated parties $ 0 $ 1,085
Demand notes payable to stockholders 385 1,408
Accounts payable 413 413
Accrued liabilities 146 233
Interest and dividends payable 143 76
Total current Liabilities 1,087 3,215
Commitments
Stockholders' equity (deficit):
Preferred stock, no par value, 100,000 shares
authorized, 6,842 and 0 shares issued and
outstanding at March 31, 1997 and
June 30, 1996, respectively 4,587
Common stock, $.002 par value, 100,000,000
shares authorized, 12,184,114 and
10,669,091 shares issued and outstanding
at March 31, 1997 and June 30, 1996,
respectively 24 21
Additional paid in capital 4,610 3,592
Deficit accumulated during development stage (7,720) (4,938)
Dividends: Preferred Stock (139)
Treasury stock - 1,317,329 shares at cost (28) (26)
Total stockholders' equity (deficit) 1,334 (1,351)
Total liabilities and stockholders' equity $ 2,421 $1,864
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
SPINTEK GAMING TECHNOLOGIES, INC.
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
<CAPTION> Cumulative
March 31, 1995 Three Months Nine Months March 31,1995
(Inception) To Ended Ended (Inception)To
June 30, 1996 March 31, 1997 March 31, 1997 March 31, 1997
(1) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Sales $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0
Gross profit 0 0 0 0
Operating expenses:
Selling, general &
administrative 3,168 565 1,758 4,926
Research and development 1,492 187 614 2,106
Total expenses 4,660 752 2,372 7,032
Operating Loss (4,660) (752) (2,372) (7,032)
Other income (expense):
Interest and other income 21 6 133 154
Depreciation & amortization (11) (7) (414) (425)
Unrealized loss on marketable securities (83) 0 0 (83)
Loss on sale of securities (96) 0 0 (96)
Interest expense (109) (11) (129) (238)
Net loss $ (4,938) $ (764) $ (2,782) $ (7,720)
Primary Loss Per Share Of
Common Stock Outstanding ($0.50) ($0.07) ($0.25) ($0.76)
Fully Diluted Loss Per Share Of
Common And Common Equivalent
Stock Outstanding ($0.50) ($0.07) ($0.25) ($0.76)
Weighted Average Common
Shares Outstanding 9,778,357 10,866,885 10,974,854 10,200,248
Weighted Average Common
Shares Outstanding
Assuming Full Dilution 9,778,357 29,477,970 23,337,028 14,917,772
<FN>
<F1>
(1) Weighted Average Common Shares Outstanding Restated To Reflect Effect
Of Acquisition Which Was Effective For Accounting Purposes As Of July 1,
1995.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
SPINTEK GAMING TECHNOLOGIES, INC.
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<CAPTION> Cumulative
March 31, 1995 Nine Months March 31, 1995
(Inception) To Ended (Inception) To
June 30, 1996 March 31, 1997 March 31, 1997
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (4,938) $ (2,782) $ (7,720)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and Amortization 11 19 30
Amortization of debt issuance costs 0 395 395
Allowance for inventory obsolescence 28 155 183
Provision for bad debts 0 81 81
Loss on sale of securities 96 0 96
Unrealized loss on marketable securities 83 0 83
Noncash operating expenses for
common stock 597 0 597
Other non-cash adjustments 0 (17) (17)
Changes in operating
assets and liabilities:
Decrease (increase) in assets:
Inventories (480) (229) (709)
Prepaid and other (34) (447) (481)
Increase (decrease) in liabilities:
Accounts payable 401 1 402
Accrued liabilities 233 (87) 146
Interest and preferred dividends payable 76 67 143
Net cash used by operating activities (3,927) (2,844) (6,771)
Cash flows from investing activities:
Purchase of furniture, fixture
and equipment (65) (55) (120)
Acquisition of licenses and patents (157) 0 (157)
Proceeds from sale of securities 186 0 186
Note receivable from related company (182) (4) (186)
Other (1) 0 (1)
Net cash used by investing activities (219) (59) (278)
Cash flows from financing activities:
Proceeds-demand notes
payable (net) 466 (1,085) (619)
Proceeds-demand notes payable
to stockholders (net) 1,318 (1,023) 295
Proceeds-advances from stockholders 1,000 0 1,000
Proceeds-Convertible debentures 0 7,143 7,143
Debt Issuance Costs 0 (2,768) (2,768)
Conversion of debenture net of
unamortized discount 0 (4,829) (4,829)
Issuance of common and treasury stock 1,483 683 2,166
Issuance of preferred stock 0 4,829 4,829
Net cash provided by financing activities 4,267 2,950 7,217
Net increase in cash 121 47 168
Cash, beginning of period 0 121 0
Cash, end of period $ 121 $ 168 $ 168
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
SPINTEK GAMING TECHNOLOGIES, INC.
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
<CAPTION> Cumulative
March 31, 1995 Nine Months March 31, 1995
(Inception) To Ended (Inception)To
June 30, 1996 March 31, 1997 March 31, 1997
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Supplemental schedule of noncash investing
and financing activities:
Issuance of common stock for securities $ 368 $ _ $ 368
Issuance of common stock for employment
contracts and prepaid services $ 75 $ - $ 75
Issuance of common stock exchanged
for debt $ 152 $ 440 $ 592
Issuance of common stock and treasury stock
for advances from stockholders $ 1,000 $ - $ 1,000
Issuance of common and treasury stock
for services related to acquisition
of public entity $ 1,014 $ - $ 1,014
Issuance of preferred stock in exchange for
convertible debenture, net of
unamortized debt issuance costs $ - $ 4,829 $ 4,829
Issuance of common stock in exchange for
preferred stock $ - $ 243 $ 243
Purchase of furniture, fixtures and
equipment through reduction in
receivable from related parties $ 22 $ - $ 22
Notes and interest payable to stockholders
forgiven by stockholders, treated as
additional paid-in capital $ - $ 335 $ 335
License and patent cost included in
accounts payable $ 12 $ - $ 12
License and patent cost acquired by issue
of notes payable $ 850 $ - $ 850
Royalty expense used to reduce note and
interest receivable from related parties $ - $ 80 $ 80
Reduction of net proceeds of convertible
debenture for debt discount and
issuance costs $ - $ 2,768 $ 2,768
Additional paid-in capital recognized
through reduction in notes and interest
payable to related parties $ - $ 335 $ 335
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 33 $ 110 $ 143
</TABLE>
The accompanying note are an integral part of the financial statements.
<PAGE>
SPINTEK GAMING TECHNOLOGIES, INC.
AND SUBSIDIARIES
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The interim financial data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of the results for the
interim periods. The financial statements included herein have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and note disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures included herein
are adequate to make the information presented not misleading. These statements
should be read in conjunction with the Company's Form 10-KSB, as filed with the
Securities and Exchange Commission, for the year ended June 30, 1996.
2. Litigation
On October 7, 1996, Spinteknology, Inc., a wholly owned subsidiary of
Spintek Gaming, Inc., a Georgia corporation which is a wholly owned subsidiary
of Spintek Gaming Technologies, Inc., filed with the United States Patent and
Trademark Office in Washington, D.C., a Communication pursuant to 37 C.F.R.
Section 1.607 to Request an Interference. In this proceeding, Spinteknology is
asking the Patent Office to declare that a conflict exists between its patent
application and a patent issued on July 2, 1996 to the other party to the
proceeding, Bally Gaming International, Inc., and that Spinteknology's patent
rights are superior to those of Bally.
On October 10, 1996, Richard M. Mathis of Reno, Nevada filed a complaint
in the Washoe County, Nevada Second Judicial District Court. Named as
defendants are Spintek Gaming Technologies, Inc. ("Gaming"); Spintek
International, Inc.; and Lanier M. Davenport, who, until October 18, 1996, was
Chairman and Chief Executive Officer of Gaming. In his suit, Mr. Mathis
contends that he was forced by Gaming and Davenport to transfer to Davenport his
ownership and control of Gaming, and that, with Gaming's assistance, Davenport
defrauded him, breached a fiduciary duty to him, and converted assets. Mr.
Mathis seeks an accounting of Gaming's financial affairs and demands actual
damages in excess of $500,000 and punitive damages in excess of $500,000. On
January 6, 1997, Gaming and Spintek International, Inc. filed an answer denying
any liability to Mr. Mathis. The case is now in the discovery phase.
<PAGE>
SPINTEK GAMING TECHNOLOGIES, INC.
AND SUBSIDIARIES
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
2. Litigation (continued)
On October 24, 1996, Spintek Gaming Technologies was served with a
lawsuit filed September 25, 1996, in the Clark County, Nevada Judicial District
Court by Unique Entertainment. Unique Entertainment contends that it contracted
with Spintek to provide services of two entertainers, but that Spintek failed to
pay for those services. The amount which Unique Entertainment claims is owed
is $72,750. Spintek timely filed an answer on November 27, 1996, denying
liability. The case is now in the discovery phase.
On February 14, 1996, the Company filed a complaint in the Clark County,
Nevada, Eighth Judicial District Court, against Michael D. Fort, a former
officer and director of Spintek, who resigned on February 7, 1997. The
complaint claims that Mr. Fort must return $240,000 to Spintek that was paid to
him in anticipation of a change of control in the Company that did not actually
occur. Mr. Fort filed an answer denying liability. On May 13, 1997, the
parties will conduct a hearing before the court to address whether Mr. Fort will
be compelled to place the $240,000 into the registry of the court pending the
outcome of the litigation. The parties will now engage in discovery.
3. Conversion of Debt to Preferred Shares
On July 16, 1996, the Company issued a $7,143,000, 4% Convertible
Debenture ("Debenture") due December 31, 1997. The Debenture, plus any accrued
interest, was convertible into preferred shares of the Company, at the option of
the Company at any time prior to the due date. On August 6, 1996 the Board of
Directors was granted authority by consent of a majority of the stockholders of
the Company to issue up to 100,000 shares of preferred stock. On October 1,
1996, the Company issued 7,202 preferred shares to the Debenture holder in
satisfaction of the $7,143,000 debt as well as approximately $59,000 in accrued
interest on the debt. These preferred shares, plus any accrued and unpaid
dividends thereon were to be converted to common stock of the Company on or
before December 31, 1997, pursuant to the terms of the Debenture. However,
pursuant to a modification on April 21, 1997, the automatic conversion date was
extended to December 31, 1999 (See "Subsequent Events"in Footnote 7 below).
<PAGE>
SPINTEK GAMING TECHNOLOGIES, INC.
AND SUBSIDIARIES
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
4. Conversion of Preferred Shares to Common Shares
The above referenced preferred shares were to have been converted to
common stock at a price ranging from a minimum of $1 to a maximum of $3 per
share. However, because the Company failed to become listed on the NASDAQ
National Market by November 13, 1996 the conversion price was allowed to fall
below the $1 minimum pursuant to the terms of the Debenture that promulgated the
issuance of the preferred shares. As of March 31, 1997, the holder of the
preferred shares had converted 360 of the 7,202 preferred shares into 1,113,883
shares of common stock at an average price $0.325 per share. The conversion
price per share was based on the closing bid price of the common stock for the
five days ended November 20, 1996.
5. Potential Dilution
The remaining 6,842 shares of preferred stock and the unpaid dividends
of approximately $139,000 would convert into approximately 17,497,000 shares of
common stock of the Company based on the average closing bid price of the shares
of the Company's common stock for the last five trading days of March, 1997.
Had such a conversion occurred, the holder of the preferred shares would have
owned approximately 18,611,000 shares of common stock of the Company, or
approximately 63% of the shares that would have been issued and outstanding
based on the actual shares outstanding at March 31, 1997. (See "Subsequent
Events" in Footnote 7 below)
6. Potential Stock Split
Pursuant to the terms of the Debenture, because the five-day average bid
price of the common shares of the Company did not attain a value of at least
$3.00 per share by October 13, 1996, the holder of the preferred shares has the
right to cause the Company to effect a reverse split the common shares
outstanding of the Company to attain such a value. As of the date of this
document, the Debenture holder has not caused the Company to reverse split its
common stock.
<PAGE>
SPINTEK GAMING TECHNOLOGIES, INC.
AND SUBSIDIARIES
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
7. Subsequent Events
On April 21, 1997, the Company completed a Regulation S Securities
Subscription Agreement for an additional 1,429 shares of its preferred stock for
which the Company received $880,000 after discount and commissions. The
additional 1,429 shares of preferred stock were issued to the overseas investor
who currently owns the other 6,842 shares of outstanding preferred stock. The
1,429 preferred shares are convertible into common stock of the Company at the
election of the holder any time after June 4, 1997 and will automatically
convert to common stock on December 31, 1999 if not converted prior to that
date. In addition as part of this transaction, the Company modified the
automatic conversion date from December 31, 1997 to December 31, 1999 for the
6,842 shares of preferred stock issued in conjunction with a prior Regulation S
Securities Subscription Agreement that was issued to the preferred shareholder
on July 16, 1996. The Common Stock to be issued upon exercise of the conversion
of the Stock is subject to a Registration Rights Agreement.
<PAGE>
ITEM 2. Plan of Operation
The following is Management's plan of operation for the next twelve (12) months
and analysis of certain significant factors which have affected the Company's
financial position and operating results during the period included in the
accompanying financial statements which include the Company's wholly-owned
subsidiary, Spintek Gaming, Inc. and its wholly-owned subsidiary Spinteknology,
Inc. This plan should be viewed in conjunction with the accompanying financial
statements, including the notes thereto, and the Company's Form 10-KSB, as filed
with the Securities and Exchange Commission, for the year ended June 30, 1996.
Results of Operation
For the nine months ended March 31, 1997, the Company incurred net losses of
approximately $2,782,000 and negative cash flows from operating activities of
nearly $2,844,000. Cumulatively, for the twenty-four months from inception
(March 31, 1995) to March 31, 1997, net losses and negative cash flows from
operating activities were approximately $7,720,000 and about $6,771,000,
respectively.
The losses for the nine months ended March 31, 1997 reflect expenses related to
continuing product development, the expansion of the Company's shareholder
relations program, and attorneys fees incurred primarily as a result of efforts
related to its patent application. The loss also includes amortization of
approximately $395,000 related to the debt issuance costs of a convertible
debenture issued by the Company, approximately $155,000 for estimated inventory
obsolescence, related to the slot machines developed by the Company which, as of
March 31, 1997, have no apparent market, and nearly $54,000 to extinguish a
consulting contract. Management does not foresee the amortization of debt
issuance of a convertible debenture, the obsolescence of inventory, nor the
extinguishment of consulting contracts through distributions of lump sums, to be
recurring. Therefore, the operating results for the nine months ended March 31,
1997 are not necessarily indicative of the results that may be expected for the
year ending June 30, 1997.
The losses for the twenty-four months ended March 31, 1997 also include expenses
related to the expansion of the Company's marketing program, the writedown of
inventory of approximately $280,000 due to a change in strategic direction for
the Company, and approximately $524,000 for the extinguishment of employee
contracts, paid in the form of the common stock of the Company to certain key
employees and/or their designees.
<PAGE>
Liquidity and Working Capital and Plan of Operation
The Company had cash reserves of approximately $168,000 and a negative working
capital position of approximately $82,000 as of March 31, 1997. As stated
below, the Company has secured additional financing in the form of convertible
debt in the amount of $1,000,000, subsequent to March 31, 1997, of which the
Company has received net proceeds in the amount of $880,000. Even with the
receipt of these funds, the projected cost to finish production of its
proprietary gaming technology combined with the lead time before cash flow will
begin to be received from anticipated sales dictate that the Company secure an
additional $1.25 million in net proceeds from another financing prior September
30, 1997. Management is currently negotiating with sources to secure such
additional financing. However, there can be no assurances that such additional
financing can be located. Should the Company fail to secure additional
financing, or fail to begin to generate sufficient revenues to support
operations, the Company will be unable to continue as a going concern. In
addition, should extensive litigation be required for any of the Bally patent
issue, the Mathis suit, the Unique Entertainment suit, or the Fort suit or
should any of this litigation result in an unfavorable outcome to the Company,
any of these matters could have a material detrimental effect on the Company.
To date, absent revenue from operations, the Company has funded itself primarily
through equity and debt transactions. On July 16, 1996, the Company issued a
$7,143,000, 4% Convertible Debenture ("Debenture") due December 31, 1997. On
October 1, 1996, the Company issued 7,202 preferred shares to the Debenture
holder in satisfaction of the $7,202,000 debt and accrued interest on the debt.
These preferred shares, plus any accrued and unpaid dividends thereon were to be
convertible into common stock of the Company on or before December 31, 1997.
However, pursuant to a modification on April 21, 1997, the automatic conversion
date was extended to December 31, 1999. Such preferred shares were to have been
converted to common stock at a price ranging from a minimum of $1 to a maximum
of $3 per share. However, because the Company failed to become listed on the
NASDAQ National Market by November 13, 1996 the conversion price was allowed to
fall below the $1 minimum pursuant to the terms of the Debenture that
promulgated the issuance of the preferred shares. As of March 31, 1997 the
holder of preferred shares had converted 360 of the 7,202 preferred shares into
1,113,883 shares of common stock at an average price $0.325 per share. The
conversion price per share was based on the closing bid price of the common
stock for the five days ended November 20, 1996.
The remaining 6,842 shares of preferred stock and the unpaid dividends of
approximately $139,000 would convert into approximately 17,497,000 shares of
common stock of the Company based on the average closing bid price of the shares
of the Company's common stock for the last five trading days of March, 1997.
Had such a conversion occurred, the holder of the preferred shares would have
owned approximately 18,611,000 shares of common stock of the Company, or
approximately 63% of the shares that would have been issued and outstanding
based on the actual shares outstanding at March 31, 1997.
<PAGE>
Also, pursuant to the terms of the Debenture, because the five-day average bid
price of the common shares of the Company did not attain a value of at least
$3.00 per share by October 13, 1996, the holder of the preferred shares has the
right to cause the Company to effect a reverse split the common shares
outstanding of the Company to attain such a value. As of the date of this
document, the Debenture holder has not caused the Company to reverse split its
common stock.
On April 21, 1997, the Company completed a Regulation S Securities Subscription
Agreement for an additional 1,429 shares of its preferred stock for which the
Company received $880,000 after discount and commissions. The additional 1,429
shares of preferred stock were issued to the overseas investor who currently
owns the other 6,842 shares of outstanding preferred stock. The 1,429
preferred shares are convertible into common stock of the Company at the
election of the holder any time after June 4, 1997 and will automatically
convert to common stock on December 31, 1999 if not converted prior to that
date. In addition as part of this transaction, the Company modified the
automatic conversion date from December 31, 1997 to December 31, 1999 for the
6,842 shares of preferred stock issued in conjunction with a prior Regulation S
Securities Subscription Agreement that was issued to the preferred shareholder
on July 16, 1996. The Common Stock to be issued upon exercise of the conversion
of the Stock is subject to a Registration Rights Agreement.
During the nine months ended March 31, 1997, the Company incurred approximately
$614,000 in research and development expenses and plans to incur additional
research and development expenses of approximately $550,000 over the next
twelve months on both current and new products. The Company's ACCUSYSTEM is the
primary product on which such research and development expenditures have been
incurred.
The ACCUSYSTEM is comprised of three primary components: the ACCUHOPPER; the
ACCUBOARD; and ACCUDATA. The heart of the ACCUSYSTEM is the ACCUHOPPER, which
utilizes proprietary technology (called the M.A.N.A.G.E.R.S. System) for
weighing the contents of a coin hopper in a slot machine. ACCUBOARD collects
data from the ACCUHOPPER and is capable of collecting any other type of meter
output data within a slot machine. ACCUDATA allows the operator to access slot
machine data on-line, off-line or via telecommunication and utilizes a personal
computer to provide the operator with accounting information and management
reports.
To date, the Company has signed two technology licensing agreements, in which
the Company has given a nonexclusive license to two separate companies for the
M.A.N.A.G.E.R.S. system. These two license agreements are with SUZO
International, (N.L.) B.V. and International Game Technology, Inc. SUZO
International, (N.L.) B.V. is currently conducting an extensive field trial at
a European casino. While Management is encouraged by the results from this
trial, to date, no sales have taken place to either of these companies, nor can
there be any assurance that the Company will recognize revenues as a result of
these agreements.
During the nine months ended March 31, 1997, the Company has completed several
enhancements to its online accounting and auditing software for the ACCUSYSTEM.
In addition, the ACCUSYSTEM was modified to allow data transmission from remote
locations via a telephone modem. Management believes these technological
advancements to the ACCUSYSTEM will make it more appealing, not only in Nevada
but worldwide.
<PAGE>
The Company has completed its trials of the ACCUSYSTEM with three major slot
route operators in Las Vegas, Nevada, with what Management believes were
satisfactory results. However, to date there has been no commitment from any of
the route operators to purchase the ACCUSYSTEM and there can be no assurance
that the Company will recognize any revenue from these trials.
Management is currently in negotiations to commence trial of its ACCUSYSTEM at
two major Las Vegas, Nevada casinos. Although Management is encouraged by the
interest in its product, and expects satisfactory results, there can be no
assurance that the Company will recognize any revenue from these trials.
Management is attempting to forge strategic alliances to expedite the
penetration of the marketplace with companies that are already successful in
the gaming industry and has targeted several such companies who are presently
looking to enhance existing products and expand their presence in foreign
markets as opportunities for sales growth. However, while the Company believes
that it has viable prospects for sale and/or licensing of its product, as of
the date of the document, other than the license agreements with IGT and SUZO,
the Company has no firm orders for its products.
The Company currently has 12 full-time employees and expects that it will employ
15-20 full-time employees, dependent on the level and type of sales volume
achieved, by the end of the next twelve months. It also expects to make capital
expenditures of approximately $30,000 over the next twelve months.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
On October 7, 1996, Spinteknology, Inc., a wholly owned subsidiary of Spintek
Gaming, Inc., a Georgia corporation which is a wholly owned subsidiary of
Spintek Gaming Technologies, Inc., filed with the United States Patent and
Trademark Office in Washington, D.C., a Communication pursuant to 37 C.F.R.
Section 1.607 to Request an Interference. In this proceeding, Spinteknology is
asking the Patent Office to declare that a conflict exists between its patent
application and a patent issued on July 2, 1996 to the other party to the
proceeding, Bally Gaming International, Inc., and that Spinteknology's patent
rights are superior to those of Bally.
On October 10, 1996, Richard M. Mathis of Reno, Nevada filed a complaint in the
Washoe County, Nevada Second Judicial District Court. Named as defendants are
Spintek Gaming Technologies, Inc. ("Gaming"); Spintek International, Inc.; and
Lanier M. Davenport, who, until October 18, 1996, was Chairman and Chief
Executive Officer of Gaming. In his suit, Mr. Mathis contends that he was
forced by Gaming and Davenport to transfer to Davenport his ownership and
control of Gaming, and that, with Gaming's assistance, Davenport defrauded him,
breached a fiduciary duty to him, and converted assets. Mr. Mathis seeks an
accounting of Gaming's financial affairs and demands actual damages in excess of
$500,000 and punitive damages in excess of $500,000. On January 6, 1997, Gaming
and Spintek International, Inc. filed an answer denying any liability to Mr.
Mathis. The case is now in the discovery phase.
<PAGE>
On October 24, 1996, Spintek Gaming Technologies was served with a lawsuit filed
September 25, 1996, in the Clark County, Nevada Judicial District Court by
Unique Entertainment. Unique Entertainment contends that it contracted with
Spintek to provide services of two entertainers, but that Spintek failed to pay
for those services. The amount which Unique Entertainment claims is owed is
$72,750. Spintek timely filed an answer on November 27, 1996, denying
liability. The case is now in the discovery phase.
On February 14, 1996, the Company filed a complaint in the Clark County, Nevada,
Eighth Judicial District Court, against Michael D. Fort, a former officer and
director of Spintek, who resigned on February 7, 1997. The complaint claims
that Mr. Fort must return $240,000 to Spintek that was paid to him in
anticipation of a change of control in the Company that did not actually occur.
Mr. Fort filed an answer denying liability. On May 13, 1997, the parties will
conduct a hearing before the court to address whether Mr. Fort will be compelled
to place the $240,000 into the registry of the court pending the outcome of the
litigation. The parties will now engage in discovery.
ITEM 2. Changes in Securities
Not applicable
ITEM 3. Defaults upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable
ITEM 5. Other Information
On November 21, 1996, the Company received notice that the holder of its
preferred shares (the "Holder") was exercising its right to convert 3,601 of its
7,202 preferred shares in Spintek into common shares of the Company. Such
conversion would have resulted in a change of control in the Company, since it
would have resulted in the Holder owning in excess of 50% of the common shares
issued and outstanding. Pursuant to which, Messrs. Coulter, Chairman and Chief
Executive Officer, Huggins, Chief Financial Officer, and Fort, Director and an
officer of the Company, exercised the change-of-control provision in their
respective employment contracts, thereby terminating each of them and entitling
each to two years salary ($240,000) as severance. However, prior to any common
shares being issued, the Holder rescinded its notice and sent a subsequent
notice, also dated November 21, 1996, exercising its right to convert 360 of its
7,202 preferred shares (5%) into common shares. Such conversion resulted in the
issuance of 1,113,883 shares of the common stock of the Company, or
approximately 10.25% of the issued and outstanding common shares. See Note 4 of
the Notes to Consolidated Financial Statements.
<PAGE>
Since the Holder decided to rescind its original notice to convert before any
common shares had issued, Management determined that a change-in-control did not
occur. Messrs. Coulter and Huggins, therefor rescinded their resignations and
agreed to return the $240,000 advanced to them as severance pay. Mr. Fort did
not rescind his resignation in writing, but continued to serve as a Director and
an officer and ran for, and was reelected as a Director at the Company's annual
meeting on December 10, 1996. Nevertheless, he did not agree to, and has not
returned the $240,000 advanced to him. The Company has insisted on several
occasions that Mr. Fort agree to return the $240,000. The Company believes that
it is entitled to a return of the money and that Mr. Fort is obligated to return
it. The $240,000 due from Mr. Fort has been classified as a current receivable
at March 31, 1997 on the Company's balance sheet. Since Management believes
that a change of control did not take place, it is of the opinion that the
Company is entitled to the return of Mr. Fort's advance.
On February 7, 1997, Mr. Fort resigned from his position as an officer and
Director of the Company.
On February 14, 1996, the Company filed a complaint in the Clark County, Nevada,
Eighth Judicial District Court, against Michael D. Fort, a former officer and
director of Spintek, who resigned on February 7, 1997. The complaint claims
that Mr. Fort must return $240,000 to Spintek that was paid to him in
anticipation of a change of control in the Company that did not actually occur.
Mr. Fort filed an answer denying liability. On May 13, 1997, the parties will
conduct a hearing before the court to address whether Mr. Fort will be compelled
to place the $240,000 into the registry of the court pending the outcome of the
litigation. The parties will now engage in discovery.
The 6,842 shares of preferred stock issued and outstanding as of March 31, 1997
and the unpaid dividends of approximately $139,000 would convert into
approximately 17,497,000 shares of common stock of the Company based on the
average closing bid price of the shares of the Company's common stock for the
last five trading days of March, 1997. Had such a conversion occurred, the
holder of the preferred shares would have owned approximately 18,611,000 shares
of common stock of the Company, or approximately 63% of the shares that would
have been issued and outstanding based on the actual shares outstanding at March
31, 1997.
Also, pursuant to the terms of the Debenture, because the five-day average bid
price of the common shares of the Company did not attain a value of $3.00 per
share or above by October 13, 1996, the holder of the preferred shares has the
right to cause the Company to effect a reverse split the common shares
outstanding of the Company to attain such a value. As of the date of this
document, the Debenture holder has not caused the Company to reverse split its
common stock.
<PAGE>
On April 21, 1997, the Company completed a Regulation S Securities Subscription
Agreement for an additional 1,429 shares of its preferred stock for which the
Company received $880,000 after discount and commissions. The additional 1,429
shares of preferred stock were issued to the overseas investor who currently
owns the other 6,842 shares of outstanding preferred stock. The 1,429
preferred shares are convertible into common stock of the Company at the
election of the holder any time after June 4, 1997 and will automatically
convert to common stock on December 31, 1999 if not converted prior to that
date. In addition as part of this transaction, the Company modified the
automatic conversion date from December 31, 1997 to December 31, 1999 for the
6,842 shares of preferred stock issued in conjunction with a prior Regulation S
Securities Subscription Agreement that was issued to the preferred shareholder
on July 16, 1996. The Common Stock to be issued upon exercise of the conversion
of the Stock is subject to a Registration Rights Agreement.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SPINTEK GAMING TECHNOLOGIES, INC.
By: /s/ GARY L. COULTER
Date: May 8, 1997 Gary L. Coulter
Chairman of the Board,
Chief Executive Officer
(Principal Executive Officer)
By: /s/ ROBERT E. HUGGINS
Date: May 8, 1997 Robert E. Huggins
Senior Vice President,
Chief Financial Officer
(Principal Financial
and Accounting Officer)
By: /s/ MALCOLM C. DAVENPORT
Date: May 8, 1997 Malcolm C. Davenport V
Director
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