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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
CASINOVATIONS INCORPORATED
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(Name of Issuer)
Common Stock $.001 par value
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(Title of Class of Securities)
14761P 10 4
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(CUSIP Number)
Stacie L. Brown, 6744 South Spencer Street, Las Vegas, Nevada 89119;
Tel.: (702) 733-7195
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 1999
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 14761P 10 4 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard S. Huson
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
Not applicable
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 52,721 shares
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
70,000 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 52,721 shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
70,000 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,065,838
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 14761P 10 4 13D Page 3 of 6 Pages
This Amendment No. 3 reflects the final transactions of Richard S.
Huson, who passed away on October 12, 1999, and amends the Schedule 13D,
Amendment No. 2, dated July 14, 1999 (the "Amended Schedule 13D") of Richard S.
Huson with respect to the common stock, $.001 par value ("Common Stock") of
Casinovations Incorporated, a Nevada corporation (the "Company"). Except as
specifically provided herein, this Amendment No. 3 does not modify any of the
information previously reported on the Amended Schedule 13D.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATIONS
See response to Item 4.
ITEM 4. PURPOSE OF TRANSACTION
The filing of this Amendment No. 3 to Schedule 13D is a result of the
August 25, 1999, transfer of voting power for the 2,973,117 shares beneficially
owned by Mr. Huson, as Co-Trustee of the Richard S. Huson Revocable Trust (the
"Trust"), to James E. Crabbe. The transfer of voting power was effected through
a Durable Power of Attorney executed by Messrs. Huson and Crabbe and dated
August 25, 1999.
Additionally, on August 2, 1999, the Trust acquired 2,000 shares of
Common Stock from Bob Nichols as partial satisfaction of a certain promissory
note dated November 30, 1998, in favor of Mr. Huson. On September 2, 1999, the
Co-Trustees of the Richard S. Huson Revocable Trust U/T/A, dated 09/04/98, sold
30,000 shares of the Company's Common Stock to Kevin McCullough at $2.60 per
share, said amount to be paid the earlier of Mr. McCullough's sale of the shares
or March 1, 2002. On September 13, 1999, and pursuant to the Company's 1999
Directors' Stock Option Plan (the "Option Plan"), as adopted by the Company's
Board of Directors on September 13, 1999, the Company granted to Mr. Huson
options to purchase 2,000 shares of Common Stock. Upon Mr. Huson's death,
however, these options had not vested and, therefore, lapsed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
RICHARD S. HUSON PRESENTLY OWNED PERCENTAGE(4)
---------------- --------------- -------------
Sole Voting Power 52,721 (1,2) 0.49%
Shared Voting Power 70,000 (1) 0.65%
Sole Dispositive Power 52,721 (1,2) 0.49%
Shared Dispositive Power 70,000 (3) 0.65%
Total Beneficial Power 3,065,838 28.6%
____________________
(1) This amount represents 52,721 shares of Common Stock issuable upon exercise
of Class A Warrants.
(2) Shares of Common Stock may be subject to applicable community property
laws.
(3) This amount represents 70,000 shares of Common Stock held by Tower Rock
Partners, LLC, an entity formerly controlled by Mr. Huson and now contolled
by Yvonne Huson, Mr. Huson's spouse.
(4) These percentages reflect the percentage share ownership with respect to
10,705,944 shares, the number of shares of Common Stock outstanding as of
October 31, 1999.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Durable Power of Attorney dated August 25, 1999, whereby Richard S.
Huson transferred to James E. Crabbe voting power of the shares of Common Stock
held in the name of the Trust, is attached hereto as Exhibit "A."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 4, 1999
/s/ Yvonne Huson
---------------------------------------------
Yvonne Huson, Trustee of the Richard S. Huson
Revocable Trust U/T/A 09/04/98
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STATE OF OREGON
COUNTY OF DESCHUTES
DURABLE POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS:
That I, RICHARD S. HUSON, do hereby make, constitute, and appoint JAMES
E CRABBE my true and lawful Attorney-in-Fact.
I. POWER AND AUTHORITIES.
I hereby delegate to my Attorney-in-Fact full power and authority
for me in my name, place, and stead to do and perform the following
act:
To vote in person or by granting of a proxy with or without
the power of substitution, all my shares of Casinovations
Incorporated stock placed in trust by me.
This durable power of attorney shall not be affected by any
disability on my part. The power conferred on my Attorney-in-Fact by
this instrument shall be exercisable from July 21, 1999. All acts done
by my Attorney-in-Fact pursuant to the power conferred by this Durable
Power of Attorney during any period of my disability or incompetency
shall have the same effect and inure to the benefit of and bind me or
my heirs, devisees and personal representatives as if I were competent
and not disabled.
This is a written Durable Power of Attorney which shall be
nondelegable and which shall not be terminated by my incompetency or
adjudication as an incapacitated adult and it shall remain in full
force and effect.
II. RELEASE AND INDEMNIFICATION OF ATTORNEY-IN-FACT.
My Attorney-in-Fact shall have no liability to me or to any other
person for any action taken, or not taken, in good faith pursuant to
this Durable Power of Attorney. I hereby release my Attorney-in-Fact
from any and all liability hereunder and agree to indemnify him for any
and all liabilities, costs, and expenses, including reasonable
attorneys= fees, which may be incurred in good faith.
III. RELEASE AND INDEMNIFICATION OF THIRD PERSONS.
Upon receipt of this Document, no third person shall have any duty
to inquire into the authority of my Attorney-in-Fact to take any action
set forth in Section I of this Document. I hereby release and agree to
indemnify any and all persons for actions taken in compliance with the
directions of my Attorney-in-Fact or for honoring any document executed
by my Attorney-in-Fact or for any action taken in reliance thereon.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
seal, this 30 day of July, 1999.
/s/ Richard S. Huson (SEAL)
---------------------------------------------
Richard S. Huson
Signed, sealed and delivered on the 30th day
of July, 1999, in the presence of:
/s/ Yvonne Huson
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Unofficial Witness
Signed and sworn before me on July 30th
by Richard S. Huson
----------------
(notary stamp)
/s/ B.A. Morrison
---------------------------------
Notary Public
For purposes of identification only, my
Attorney-in-Fact has signed and sealed this Durable
Power of Attorney.
/s/ James E. Crabbe (SEAL)
---------------------------------------------
James E. Crabbe
Signed, sealed, and delivered on the 25th
day of August, 1999, in the presence of:
/s/ Barbara D. Gutierrez /s/ Joann E. Phillips
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Unofficial Witness
Signed and sworn before me on 25th Aug 99
by James E. Crabbe
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(notary stamp)
/s/ Barbara D. Gutierrez
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Notary Public
