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 24, 1998
NEVSTAR GAMING & ENTERTAINMENT CORPORATION
(Exact name of Registrant as specified in charter)
NEVADA 0-21071 88-0309578
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number Identification No.)
3175 West Post Road, Las Vegas, Nevada 89118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (702) 269-1325
None
Former Name or Former Address, If Changed Since Last Report
ITEM 5. OTHER EVENTS
On June 24, 1998, NevStar Gaming & Entertainment Corporation ("NevStar")
completed the sale in a private placement (the "Private Placement") of an
aggregate of 274,000 shares of Common Stock, (the "Shares"), at a sale price of
$2.50 per share. The net proceeds from the Private Placement of $596,450 are
being used to provide the Company with working capital, for general corporate
purposes, and to support the Company's strategic growth plans. The Shares were
offered by the Company in the Private Placement pursuant to Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended.
On September 24, 1997, NevStar completed an initial public Offering of 1,725,000
units consisting of one share of Common Stock and two redeemable warrants to
purchase shares of Common Stock at a price of $5.50 per share (the "Warrants").
The Warrant Agreement, dated September 18, 1997, between NevStar and American
Stock Transfer & Trust Company, as warrant agent, requires the exercise price of
the Warrants to be adjusted under certain circumstances. The issuance of the
274,000 shares of Common stock in the Private Placement, when aggregated with
certain other issuances of the Common Stock and warrants to Purchase Common
Stock by the Company since September 24, 1997, has resulted in a reduction in
the exercise price from $5.50 to $5.06 per share of Common Stock and an increase
in the number of shares of Common Stock purchasable upon the exercise of each
Warrant from 1.0 to 1.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
99.1 Press Release dated August 25, 1998
FOR IMMEDIATE RELEASE
NASDAQ:NVST
Contacts: Dr. Michael J. Signorelli, Chairman, CEO
Brent E. Duncan, CFO
702-269-1325
e-mail [email protected]
http://www.nevstar.com
NevStar Gaming & Entertainment Corporation (NASDAQ:NVST)
Adjusts Warrant Exercise Price
Las Vegas, Nevada, August 25, 1998.....NevStar Gaming & Entertainment
Corporation (NASDAQ:NVST, NVSTW) (the "Company") announced today that, as a
result of the consummation on July 1, 1998, of a private placement of 274,000
shares of its Common Stock (the "Private Placement") and certain other issuances
of Common Stock and warrants to purchase Common Stock by the Company since its
1997 initial public offering, there had been a required reduction in the
exercise price and an increase in the number of shares purchasable upon the
exercise of its Warrants to purchase shares of common stock that are listed on
the NASDAQ Small Cap Market. The number of shares of common stock purchasable
upon exercise of each Warrant increased from 1.0 to approximately 1.1 as a
result of the adjustment of exercise price from $5.50 to $5.06 per share of
common stock.
NevStar raised net proceeds of $596,450 in the Private Placement by issuing
274,000 shares of Common Stock at a purchase price of $2.50 per share. The net
proceeds of the Private Placement are being used to provide the Company with
working capital, for general corporate purposes and to support the Company's
strategic growth plans.
NevStar Gaming & Entertainment Corporation is a company formed for the purpose
of acquiring, developing, constructing, owning and managing hotel/casino
projects. Its initial hotel/casino, The Mesquite Star Hotel & Casino has been
operating since July 1st, 1998.
-END-
Certain statements contained in this release are forward looking. Although
NevStar Gaming & Entertainment Corporation believes that its expectations are
based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results will not
differ materially from its expectations. For important factors that may cause
actual results to differ materially from expectations and underlying
assumptions, see Company's prospectus dated September 18th, 1997, and its last
filed Forms 10-K and 10-Q.
************
SIGNATURES
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, on the 25th day of August, 1998.
NEVSTAR GAMING & ENTERTAINMENT CORPORATION
By: /s/MICHAEL J. SIGNORELLI
Michael J. Signorelli
Its: Chairman of the Board and
Chief Executive Officer
By: /s/JEFFREY L. GILBERT
Jeffrey L. Gilbert
Its: President and Chief Operating Officer
By: /s/BRENT E. DUNCAN
Brent E. Duncan
Its: Chief Financial Officer and Treasurer
