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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) February 11, 2000
------------------------------
Casinovations Incorporated
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(Exact name of Registrant as specified in charter)
Nevada
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(State or other jurisdiction of incorporation)
000-25855 91-1696010
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(Commission File Number) (IRS Employee Identification No.)
6830 Spencer Street, Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 733-7195
-----------------------------
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 11, 2000, Casinovations Incorporated (the "Company")
terminated its relationship with Timpano Gaming, Inc., on terms mutually
acceptable to both parties, for the distribution of the Wild Jackpot Poker and
Twin Baccarat table games. In addition, on February 18, 2000, the Company
terminated its relationship with T&P Gaming, Inc. for the distribution of the
Wild Hold 'em Fold 'em table game and also accepted therewith a buy out from
Bonus Blackjack, Inc. for the Company's rights in relation to the Bonus
Blackjack table game. The removal of the table game business from the Company's
portfolio will allow it to focus efforts on the Random Ejection Shuffler(TM) and
SecureDrop(TM) Slot Accounting Systems.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Wild Hold 'em Fold 'em Settlement Agreement dated
February 18, 2000.
99.2 Bonus Blackjack Settlement Agreement dated February
18, 2000.
2
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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.
CASINOVATIONS INCORPORATED
(Registrant)
Date: March 15, 2000 By: /s/ Steven J. Blad
--------------------------------------
Steven J. Blad
President and Chief Executive Officer
3
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Number Description Page Number
- -------------- ----------- -----------
<S> <C> <C>
99.1 Wild Hold 'em Fold 'em Settlement Agreement dated February 18, 2000. 5
99.2 Bonus Blackjack Settlement Agreement dated February 18, 2000. 10
</TABLE>
4
SETTLEMENT AGREEMENT
--------------------
This Settlement Agreement (this "Agreement"), dated this 18th day of
February, 2000, is made and entered into by Casinovations Incorporated, a Nevada
corporation ("CVI") and T&P Gaming, Inc., a Nevada corporation ("T&P").
RECITALS
--------
WHEREAS, CVI and T&P entered into that certain Distribution Agreement
dated September 8, 1998, a copy of which is attached hereto and incorporated
herein by this reference (the "Distribution Agreement");
WHEREAS, CVI and T&P (collectively the "parties") are mutually desirous
of terminating their relationship as set forth in the Distribution Agreement;
and
WHEREAS, CVI has entered into a Settlement Agreement with Bonus
Blackjack, Inc.
NOW THEREFORE, in consideration of the above and all terms and
conditions, covenants and warranties set forth herein, and other good and
valuable consideration, the parties hereby covenant and agree as follows:
I.
TERMINATION OF RELATIONSHIP
---------------------------
Subject to the terms and conditions hereof, as of January 1, 2000, (the
"Termination Date") the parties hereby terminate their relationship relating to
Wild Hold 'em Fold 'em (the "Game") as set forth in the Distribution Agreement.
II.
RESPONSIBILITIES AND OBLIGATIONS OF T&P
---------------------------------------
T&P's responsibilities and obligations in connection with this
Agreement shall be as follows:
A. T&P waives any rights to any monetary claim against CVI other
than as set forth herein.
B. T&P agrees to cooperate in a smooth transition of the billing
and service operations relating to the Game.
C. T&P agrees to pay to CVI, by cashier's check or otherwise
immediately available funds, and upon execution of this
Agreement, the amount of $915.30, which sum represents the
agreed-upon sum which T&P owes CVI as reimbursement for CVI's
signage expenses, giving credit to CVI for $1,400 owed T&P for
location deposits as well as giving T&P additional credit in
the amount of $621.90 for pre-December 31, 1999 commissions
owed T&P by CVI and adjustments owed CVI by T&P.
5
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III.
RESPONSIBILITIES AND OBLIGATIONS OF CVI
---------------------------------------
CVI's responsibilities and obligations in connection with this
Agreement shall be as follows:
A. CVI agrees to waive any rights to any monetary claim against T&P and
accepts the sum of $915.30 from T&P in full and final satisfaction of
any and all monies due CVI pursuant to the terms of the Licensing
Agreement and Assignment and Addendum thereto or for any other reason.
B. CVI agrees to tender to T&P all Game layouts, signs or other
promotional materials in CVI's possession.
C. CVI agrees that it will not, for a period of one year, compete with
the Game in the territory of North America.
D. CVI agrees that it will not interfere with any proprietary rights
T&P may have in relation to the Game.
E. CVI shall provide T&P with original documents (to the extent such
originals are available) comprising all agreements with locations where
the Game is installed and shall also provide T&P with all relevant
information relating to location addresses, billing addresses,
telephone and facsimile numbers and contact persons.
F. CVI shall fully cooperate with T&P to achieve the goals set out in
this Agreement, including, but not limited to, advising and assisting
T&P as requested in resolving issues or questions from locations,
provided that said issues or questions relate to the time period prior
to the execution date of this Agreement.
G. CVI shall account for, and turn over to T&P, all Game deposits it
received from locations where the Game is presently placed. In the
event it is later discovered that CVI has mistakenly not turned over a
location deposit, which would otherwise be required to be turned over
to T&P pursuant to the terms of this subsection, CVI agrees to save,
indemnify and hold harmless T&P from any liability for said deposit and
pay over or account for said deposit to the location to which it
belongs. For purposes of this Agreement, CVI and T&P hereby covenant
and agree that the apparent total sum of deposit monies required to be
turned over to T&P by CVI as of the date of execution of this
Agreement, is $1,400.00, and that this sum has been credited to T&P and
debited to CVI in arriving at the final settlement amount payable to
CVI as set forth hereinabove.
6
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H. CVI shall bill all Game locations for the month of December, 1999.
Any monies thereafter collected by CVI from locations for Game fees
accrued prior to December 31, 1999, shall be split between CVI and T&P
as if the Distribution Agreement between the parties was still in
force, and CVI shall promptly remit T&P's share of said monies to T&P
together with an accounting as to the source of said monies.
I. CVI agrees to tender to T&P the mahogany blackjack table which is in
CVI's possession.
J. Since CVI billed locations for the monthly game rental fee for the
month of January, 2000, CVI shall: (1) promptly furnish T&P with
complete copies of all January, 2000 invoices sent to locations; and,
(2) pay over, immediately upon receipt, One Hundred (100%) percent of
all revenue received by CVI as the result of said billing as and when
it is received.
IV.
MUTUAL RELEASE
--------------
Each of the parties, on behalf of itself and its respective agents,
servants, representatives, successors, assigns, employees, directors, officers,
or otherwise affiliated entities (hereinafter "Releasors"), hereby releases,
acquits and forever discharges the other party hereto, and its respective
agents, servants, representatives, successors, assigns, employees, directors,
officers, and otherwise affiliated entities (hereinafter "Releasees") of and
from any and all actions, causes of action, claims, damages, losses, injuries,
demands, rights, costs, expenses, and without limitation to the foregoing, any
and all claims or causes of action whatsoever which Releasors had, have, or may
hereafter have against Releasees resulting from, arising out of, or which are in
any manner whatsoever related to the Licensing Agreement or Assignment or
Addendum thereto, or in any way related to any relationship between Releasors
and Releasees from the beginning of time up to and including the date of
execution of this Agreement. The foregoing Release includes not only those
matters which have heretofore been raised or placed in issue or dispute,
directly or indirectly, but also includes any matter, activity, claim or other
issue which could or might have been raised or otherwise placed in issue or
dispute between the parties relative to the Game, the parties relationship or
any matter associated therewith, although it was not. Nothing in this Release
shall, however, prevent the enforcement of the terms of this Agreement.
V.
INDEMNIFICATION
---------------
The parties shall, and they hereby do agree to defend, indemnify, save
and hold harmless each other, their directors, officers, agents and employees,
from and against any and all damages, liabilities, claims, losses and expenses,
including reasonable attorneys' fees and costs, arising in any way out of the
performance of this Agreement or the acts or omissions of the parties, their
directors, officers, agents or employees directly or indirectly related to the
Licensing Agreement or Assignment or Addendum thereto.
7
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VI.
MISCELLANEOUS PROVISIONS
------------------------
A. ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties and supersedes all prior agreements between them, whether
written or oral. No representation, inducement, promise or agreement which is
not embodied herein will be of any force or effect.
B. AMENDMENT TO THIS AGREEMENT. The terms of this Agreement may not be
modified or amended except by a written instrument executed by each of the
parties hereto.
C. WAIVER. A party's waiver or failure to enforce any provision of this
Agreement shall not operate as a waiver of any future breach of any such
provision or any other provision hereof.
D. TIME OF THE ESSENCE. Time is of the essence with respect to each and
every part of this Agreement.
E. SEVERABILITY. Any provision of this Agreement prohibited by law, or
found to be invalid by any court or agency having jurisdiction thereof, will be
ineffective to the extent of such prohibition, without in any way invalidating
or affecting the remaining provisions of this Agreement.
F. BINDING EFFECT. This Agreement is binding upon and inures to the
benefit of the parties hereto and to their successors or assigns.
G. EXECUTION. This Agreement may be executed in any number of
counterparts which together shall constitute one and the same instrument, but
shall be effective only upon execution by each of the parties.
H. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada. The venue of any action filed
related to this Agreement shall be in the Courts in Clark County, Nevada.
I. CAPTIONS. Any captions to, or headings of, the sections or
subsections of this Agreement are descriptive only and for the convenience and
reference of the parties hereto and in no way whatsoever define, limit or
describe the scope or intent of this Agreement.
8
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J. PRONOUNS. Masculine or feminine pronouns shall be substituted for
the neuter form and vice versa and the singular for the plural and vice versa in
any place or places herein in which the context requires such substitution or
substitutions.
K. ATTORNEYS' FEES. If either party is required to litigate to protect
its rights under this Agreement, the prevailing party in such action shall be
entitled to an award of costs and reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
CASINOVATIONS INCORPORATED
By: /S/ STACIE L. BROWN, ATTORNEY-IN-FACT FOR:
-------------------------------------------
Steven J. Blad, President and CEO
T&P GAMING, INC.
By: /S/ THOMAS GAYTAN
------------------------------------------
Tom Gaytan, President
9
SETTLEMENT AGREEMENT
--------------------
This Settlement Agreement (this "Agreement"), dated this 18th day of February,
2000, is made and entered into by Casinovations Incorporated, a Nevada
corporation ("CVI") and Bonus Blackjack, Inc., a Nevada corporation, and Donald
J. Laughlin, a Nevada resident (collectively, "BBJ").
RECITALS
--------
WHEREAS, BBJ and Gaming 2000, LLC ("Gaming 2000" ) entered into that certain
Licensing Agreement on April 20, 1998 (the "Licensing Agreement");
WHEREAS, Gaming 2000 assigned its interest in the Licensing Agreement to CVI by
way of that certain Assignment and Addendum to Licensing Agreement entered into
on September 17, 1998, by and among BBJ, Gaming 2000, and CVI (the "Assignment
and Addendum"); and
WHEREAS, BBJ and CVI (collectively the "parties") are mutually desirous of
terminating their relationship as set forth in the Licensing Agreement and
Assignment and Addendum thereto.
NOW THEREFORE, in consideration of the above and all terms and conditions,
payments, covenants and warranties set forth herein, and other good and valuable
consideration, the parties hereby covenant and agree as follows:
I.
TERMINATION OF RELATIONSHIP
---------------------------
Subject to the terms and conditions hereof, as of January 1, 2000, the parties
hereby terminate their relationship relating to Bonus Blackjack (the "Game") as
set forth in the Licensing Agreement and Assignment and Addendum thereto.
II.
RESPONSIBILITIES AND OBLIGATIONS OF BBJ
---------------------------------------
BBJ's responsibilities and obligations in connection with this
Agreement shall be as follows:
A. BBJ agrees to pay to CVI, upon execution of this Agreement, 34.5% of
CVI's projected future income from the Game, an amount which totals,
with certain deductions as specified herein, $34,099.00. Such payment
shall be by cashier's check or otherwise immediately available funds.
B. BBJ waives any rights it may have to audit CVI's books and records.
C. BBJ waives any rights to any monetary claim against CVI.
D. BBJ agrees to cooperate in a smooth transition of the billing and
service operations relating to the Game.
10
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III.
RESPONSIBILITIES AND OBLIGATIONS OF CVI
---------------------------------------
CVI's responsibilities and obligations in connection with this Agreement shall
be as follows:
A. CVI agrees to waive any rights to any monetary claim against BBJ and
accepts the sum of $34,099.00 from BBJ in full and final satisfaction
of any and all monies due CVI pursuant to the terms of the Licensing
Agreement and Assignment and Addendum thereto or for any other reason.
B. CVI agrees to tender to BBJ all Game layouts, signs or other
promotional materials in CVI's possession.
C. CVI agrees that it will not, for a period of one year, compete with the
Game in the territory of North America.
D. CVI agrees that it will not interfere with any proprietary rights BBJ
may have in relation to the Game.
E. CVI shall provide BBJ with original documents (to the extent such
originals are available) comprising all agreements with locations where
the Game is installed and shall also provide BBJ with all relevant
information relating to location addresses, billing addresses,
telephone and facsimile numbers and contact persons.
F. CVI shall fully cooperate with BBJ to achieve the goals set out in this
Agreement, including, but not limited to, advising and assisting BBJ as
requested in resolving issues or questions from locations, provided
that said issues or questions relate to the time period prior to the
execution date of this Agreement.
G. CVI shall account for, and turn over to BBJ, all Game deposits it
received from locations where the Game is presently placed. In the
event it is later discovered that CVI has mistakenly not turned over a
location deposit, which would otherwise be required to be turned over
to BBJ pursuant to the terms of this subsection, and whether the
deposit was originally given to CVI or it's predecessor in interest,
Gaming 2000, LLC, CVI agrees to save, indemnify and hold harmless BBJ
from any liability for said deposit and pay over or account for said
deposit to the location to which it belongs. For purposes of this
Agreement, CVI and BBJ hereby covenant and agree that the apparent
total sum of deposit monies required to be turned over to BBJ by CVI as
of the date of execution of this Agreement, is $5,900.00, and that this
sum has been credited to BBJ and debited to CVI in arriving at the
final settlement amount payable to CVI as set forth hereinabove.
11
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H. CVI shall bill all Game locations for the month of December, 1999. Any
monies thereafter collected by CVI from locations for Game fees accrued
prior to December 31, 1999 shall be split between CVI and BBJ as if the
distributorship agreement between the parties was still in force, and
CVI shall promptly remit BBJ's share of said monies to BBJ together
with an accounting as to the source of said monies.
I. Since CVI billed locations for the monthly game rental fee for the
month of January, 2000, CVI shall: (1) promptly furnish BBJ with
complete copies of all January, 2000 invoices sent to locations; and,
(2) pay over, immediately upon receipt, One Hundred (100%) percent of
all revenue received by CVI as the result of said billing, minus only
the sum of $2,200 paid by the Pioneer Casino, which sum BBJ has
authorized CVI to retain, and which sum has been debited to CVI for
purposes of the total settlement amount reflected in this Agreement.
IV.
MUTUAL RELEASE
--------------
Each of the parties, on behalf of itself and its respective agents, servants,
representatives, successors, assigns, employees, directors, officers, or
otherwise affiliated entities (hereinafter "Releasors"), hereby releases,
acquits and forever discharges the other party hereto, and its respective
agents, servants, representatives, successors, assigns, employees, directors,
officers, and otherwise affiliated entities (hereinafter "Releasees") of and
from any and all actions, causes of action, claims, damages, losses, injuries,
demands, rights, costs, expenses, and without limitation to the foregoing, any
and all claims or causes of action whatsoever which Releasors had, have, or may
hereafter have against Releasees resulting from, arising out of, or which are in
any manner whatsoever related to the Licensing Agreement or Assignment or
Addendum thereto, or in any way related to any relationship between Releasors
and Releasees from the beginning of time up to and including the date of
execution of this Agreement. The foregoing Release includes not only those
matters which have heretofore been raised or placed in issue or dispute,
directly or indirectly, but also includes any matter, activity, claim or other
issue which could or might have been raised or otherwise placed in issue or
dispute between the parties relative to the Game, the parties relationship or
any matter associated therewith, although it was not. Nothing in this Release
shall, however, prevent the enforcement of the terms of this Agreement.
V.
INDEMNIFICATION
---------------
The parties shall, and they hereby do agree to defend, indemnify, save and hold
harmless each other, their directors, officers, agents and employees, from and
against any and all damages, liabilities, claims, losses and expenses, including
reasonable attorneys' fees and costs, arising in any way out of the performance
of this Agreement or the acts or omissions of the parties, their directors,
officers, agents or employees directly or indirectly related to the Licensing
Agreement or Assignment or Addendum thereto.
12
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VI.
MISCELLANEOUS PROVISIONS
------------------------
A. ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties and supersedes all prior agreements between them,
whether written or oral. No representation, inducement, promise or
agreement which is not embodied herein will be of any force or effect.
B. AMENDMENT TO THIS AGREEMENT. The terms of this Agreement may not be
modified or amended except by a written instrument executed by each of
the parties hereto.
C. WAIVER. A party's waiver or failure to enforce any provision of this
Agreement shall not operate as a waiver of any future breach of any
such provision or any other provision hereof.
D. TIME OF THE ESSENCE. Time is of the essence with respect to each and
every part of this Agreement.
E. SEVERABILITY. Any provision of this Agreement prohibited by law, or
found to be invalid by any court or agency having jurisdiction thereof,
will be ineffective to the extent of such prohibition, without in any
way invalidating or affecting the remaining provisions of this
Agreement.
F. BINDING EFFECT. This Agreement is binding upon and inures to the
benefit of the parties hereto and to their successors or assigns.
G. EXECUTION. This Agreement may be executed in any number of counterparts
which together shall constitute one and the same instrument, but shall
be effective only upon execution by each of the parties.
H. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada. The venue of any
action filed related to this Agreement shall be in the Courts in Clark
County, Nevada.
I. CAPTIONS. Any captions to, or headings of, the sections or subsections
of this Agreement are descriptive only and for the convenience and
reference of the parties hereto and in no way whatsoever define, limit
or describe the scope or intent of this Agreement.
13
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J. PRONOUNS. Masculine or feminine pronouns shall be substituted for the
neuter form and vice versa and the singular for the plural and vice
versa in any place or places herein in which the context requires such
substitution or substitutions.
K. ATTORNEYS' FEES. If either party is required to litigate to protect its
rights under this Agreement, the prevailing party in such action shall
be entitled to an award of costs and reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
CASINOVATIONS INCORPORATED
By: /S/ STACIE L. BROWN, ATTORNEY-IN-FACT FOR:
------------------------------------------
Steven J. Blad, President and CEO
BONUS BLACKJACK, INC.
By: /S/ DONALD J. LAUGHLIN
------------------------------------------
Donald J. Laughlin, President
DONALD J. LAUGHLIN, INDIVIDUALLY
/S/DONALD J. LAUGHLIN
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14
