SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO C
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SILICON GAMING, INC.
(Name of Subject Company (Issuer))
SILICON GAMING, INC. - ISSUER
(Name of Filing Persons (Identifying Status of Offeror, Issuer or Other Person))
COMMON STOCK
(Title of Class of Securities)
827054 10 7
(CUSIP Number of Class of Securities)
Andrew S. Pascal With Copy to:
President and Chief Executive Officer Joseph M. Crabb, Esq.
Silicon Gaming, Inc. Joel J. Agena, Esq.
2800 West Bayshore Road Squire, Sanders & Dempsey L.L.P.
Palo Alto, California 40 North Central Avenue, Suite 2700
(650) 842-9000 Phoenix, Arizona 85004
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Person)
CALCULATION OF FILING FEE
================================================================================
Transaction value Amount of Filing Fee
- --------------------------------------------------------------------------------
N/A N/A
================================================================================
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: _____________ Filing Party: ________________
Form or Registration No.: ____________ Date Filed: _________________
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
ITEM 4. TERMS OF THE TRANSACTION.
EXTENSION
The expiration of the exchange offer that we commenced on April 21, 2000,
has been extended to 5:00 P.M. New York City time on June 23, 2000. The exchange
offer was initially scheduled to terminate at 5:00 P.M. New York City time on
May 19, 2000. As of May 19, 2000, our exchange agent had received 346 Election
Notices representing 7,729,388 shares of common stock participating in the
exchange offer.
The company anticipates filing with the SEC, and distributing to
shareholders, a supplement to the Offering Circular dated April 17, 2000.
SHAREHOLDERS SHOULD CAREFULLY READ AND CONSIDER THE INFORMATION TO BE
PROVIDED IN THE SUPPLEMENT TO THE OFFERING CIRCULAR WHEN IT BECOMES AVAILABLE.
SHAREHOLDERS CAN VIEW THE SUPPLEMENT ONCE IT IS FILED WITH THE SEC AT THE SEC'S
WEBSITE AT: HTTP:\\WWW.SEC.GOV. THE COMPANY WILL ALSO PROVIDE COPIES OF THE
SUPPLEMENT FREE TO SHAREHOLDERS. IN ADDITION, COPIES OF THE SUPPLEMENT WILL BE
AVAILABLE FROM OUR INFORMATION AGENT AND OUR EXCHANGE AGENT, WHOSE ADDRESSES AND
PHONE NUMBERS ARE LISTED BELOW AND IN THE OFFERING CIRCULAR DATED APRIL 17,
2000.
EquiServe Trust Company, N.A., the Company's transfer agent, will continue
to act as exchange agent in the exchange offer, and will also act as warrant
agent. Georgeson Shareholder Communications, Inc. will continue to act as
information agent in the exchange offer. Shareholders may contact the
information agent at (800) 223-2064, or collect at (212) 440-9800, for
information about tendering Election Notices.
ITEM 12. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(1)(a) Press Release dated May 18, 2000.
<PAGE>
SIGNATURE
After due 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:
May 22, 20000
SILICON GAMING, INC.
By: /s/ Andrew S. Pascal
----------------------------------------
Name: Andrew S. Pascal
Title: President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(1)(a) Press Release dated May 18, 2000.
EXHIBIT (1)(a)
[Silicon Letterhead]
For Information Contact:
Andrew Pascal, CEO (Analysts) Joel Pascal (Investor Relations)
(650) 842-9000 (650) 842-9009
FOR IMMEDIATE RELEASE
SILICON GAMING ANNOUNCES EXTENSION OF EXCHANGE OFFER
PALO ALTO, California, May 18, 2000 -- Silicon Gaming, Inc. (OTC Bulletin
Board: SGIC.OB) announced today that it is extending the expiration date of its
exchange offer to 5:00 P.M. New York City time on June 23, 2000. The exchange
offer was scheduled to expire at 5:00 P.M. New York City time on May 19, 2000.
EquiServe Trust Company, N.A., the Company's transfer agent, will continue to
act as exchange agent in the exchange offer, and will also act as warrant agent.
Georgeson Shareholder Communications, Inc. will continue to act as information
agent in the exchange offer. Shareholders may contact the information agent at
(800) 223-2064, or collect at (212) 440-9800, for information about tendering
Election Notices.
Silicon Gaming, Inc. is an industry leader in the design and manufacture of slot
machines such as the Odyssey(R) and Quest(TM), which feature such innovative
games as Banana-Rama Deluxe, Eureka, Strike-It-Rich, Vacation, Lucky-Draw,
TopHat 21 and Phantom Belle Poker. Headquartered in Palo Alto, California, the
Company is traded on the OTC Electronic Bulletin Board as SGIC.OB.
FORWARD-LOOKING STATEMENTS
This press release may contain certain forward-looking statements that involve
risks and uncertainties. These are statements about future events, results of
operation, business plans and other matters. The Company's actual results may
differ materially from the results discussed in the forward-looking statements
based on various factors and risks, including those identified in the Company's
Form 10-K for the year ended December 31, 1999. We use words such as "expect",
"anticipate", "intend" or other similar words to identify forward looking
statements. These statements are made based on our current knowledge and
understanding. However, there can be no assurances as to whether or not actual
results will be consistent with these statements. We have no obligation to
update the forward-looking statements made in this press release.
For more information on Silicon Gaming, Inc., visit the Company's website at
http://www.silicongaming.com
