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) May 1, 1998
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
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Item 5. Other events
On May 1, 1998, Spintek Gaming Technologies, Inc. (the "Company") received
a Notice of Conversion ("Conversion") to convert 500 shares of the Company's
Series A 4% Convertible Preferred Stock ("Preferred") from RBB Bank
Aktiengesellschaft ("RBB"). Such Conversion will result in RBB receiving
1,000,690 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
18,673,055 shares. The Conversion price is based on the five day average
closing bid price of the Common for the five days ended April 30, 1998. Upon
the issuance of the new shares of Common to RBB, it will be the holder of
approximately 1,154,000 shares of Common, or approximately 6.2% of the total
outstanding shares.
RBB is the holder of all of the outstanding Preferred, and will hold 8,241
shares after the Conversion. RBB has represented to the Companythat it holds
such Preferred shares as agent for several of their independent investors.
Such Preferred shares are convertible at the option of the RBB until December
31, 1999 under the same terms and conditions as those shares exercised pursuant
to this Conversion.
Exhibits:
1. 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: May 4, 1998
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 011-43/316/8072-392
From: Herbert StrauB
To: Spintek Gaming Technology
Attn-: Gary Coulter, Chairman & CEO 001-702-263-3680
Copies to: Jack Canouse 001-404-816-7837
Malcolm C. Davenport 001-706-643-4568
Edward Brown, Esq. 001-404-681-1046
Steve Cunningham, Esq. 001-404 817-6050
Date: 01-05-1998
Dear Sirs,
Please convert 500 of the 5,884 preferred shares owned by RBB Bank as agent
for several independent clients into common shares of Spintek Gaming
Technology.
The closing bid prices for the previous five days were:
24.04.1998 0,53125 $
27.04.1998 0,53125 $
28.04.1998 0,53125 $
29.04.1998 0,53125 $
30.04.1998 0,53125 $
Average: 0,53125 $ = Conversion Price
The issuance date of the pr. shares was 0l Okt 96 and we should therefore
get interest for 577 days, which is 31.616,44 $
RBB Bank clients should therefore get 1.000.690 common shares,
Please deliver them to
Bank of New York, One Wall Street, 5th Floor
New York, NY 10286
Attn.:Free Receive Department
For RBB Bank, acc, no, 297 652
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
principal amount of Convertible Debentures ("Convertible Debentures:"),
represented by Debenture No(s). ___ (the "Convertible Debenture
Certificate(s)") or 500 shares of Exchange Preferred Stock (the "Preferred
Stock"), represented by Certificate No(s). 4 into shares of common stock
(the "Common Stock") of Spintek Gaming Technologies, Inc. (the "Company")
according to the conditions of the Convertible Debentures or Preferred Stock,
as the case may be, as of the date written below. 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 Convertible Debentures or Preferred Stock, as the case may be, 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) has not had a
"short" position in the Company's securities at any time since the purchase
of the Convertible Debentures or Preferred Stock (including any short position
or any long position or any contract or arrangement that had the effect of
eliminating or substantially diminishing the risk of ownership of the
Convertible Debentures or Preferred Stock) nor has it engaged in any hedging
transaction with respect to the Convertible Debentures or Preferred Stock or
the Common Stock; (vi) has no prior understanding with respect to the sale of
the Common Stock to any third party; (vii) has not engaged in any "directed
selling efforts" (as such term is defined in Regulation S) with respect to the
Convertible Debentures or Preferred Stock ; purchased the Convertible Debentures
or Preferred Stock with investment intent, is purchasing the Common Stock with
investment intent and presently has no intent to sell, dispose or otherwise
transfer the Common Stock; (ix) 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 (x) received the offer to purchase the
Convertible Debentures or Preferred Stock outside the United States and, at the
time the Subscription Agreement pursuant to which the Convertible Debentures or
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) - (x) of this Notice.
Conversion Formula: 30.04.1998
Date of Conversion
See coverpage 0 .53125$
Applicable Conversion Price
/s/ HERBERT STRAUSS
Signature
Herbert Strauss, Head Trader
Name
Address: Please send shares to:
Bank of New York, One Wall Street, 5th Floor
New York, NY 10286
Attn.:Free Receive Department
For RBB Bank, acc, no, 297 652
* 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 Convertible Debenture Certificate(s) or 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 Company.
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EXHIBIT II
SPINTEK Gaming Technologies, Inc.
NEWS RELEASE
SPINTEK GAMING TECHNOLOGIES, INC.
May 1, 1 1998 - - Spintek Gaming Technologies, Inc. (OTCBB:SPTK)
SPINTEK GAMING ANNOUNCES STOCK CONVERSION By INVESTMENT BANK
Las Vegas, NV, May 1, 1998 - Spintek Gaming Technologies (OTC-SPTI) today
announced that on May 1, 1998 RBB Bank Aktiengesellschaft ("RBB Bank")
exercised its option to convert a portion of Spintek Series A Convertible
Preferred Stock ("Preferred") held for a group of investors to common shares.
RBB Bank will convert 500 shares of Preferred into 1,000,690 shares of common
stock, par value $0.002 per share. The conversion price was at a rate equal
to the five-day average closing bid price of the Company's common stock
immediately preceding the notice to convert. The conversion will result in a
total of 18,673,055 shares outstanding of Spintek common stock.
"As, with the conversion reported in June, 1997, it is the Company's view that
this is an acknowledgment by the investors of Spintek's continued growth and
their desire to participate directly in that forward progress," commented Mr.
Gary L. Coulter, Spintek's chairman and chief executive officer.
As a result of the conversion, RBB Bank will hold a total of approximately
1,154,000 common shares, or about 6.2% of the outstanding shares after the
conversion. RBB retains 8,241 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 California corporation based in Las
Vegas, whose focus is the development, acquisition and marketing of diversified
technology, including unique gaining industry products. Spintek offers a new
standard of operational coin control with AccuSystem, which brings a new level
of gaming device security and management information to the casino industry.
This news release may be deemed to contain forward-looking statements with
respect to the financial condition, results of operations and projects of
SPTK and its subsidiaries which involve risks and uncertainties, including,
but not limited to, competition from other gaming operations, licensing and
other regulatory risks. Further, information on potential factors which could
affect the financial conditions and results of operations of SPTK and its
subsidiaries are included in the filings of SPTK with the Securities and
Exchange Commission, including but not limited to SPTK's Form 10-KSB/A for the
fiscal year ended June 30, 1997.
For Further Information Contact::
Robert Huggins, C.F.O./Sr. V.P. - (702) 263-3660 ext. 103 FAX (702) 263-3680
