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 7, 2000
SILICON GAMING, INC.
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(Exact name of registrant as specified in its charter)
California 0-28294 77-0357939
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2800 W. Bayshore Road, Palo Alto, California 94303
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (650) 842-9000
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 7, 2000, Silicon Gaming, Inc. (the "Company") filed a Certificate of
Amendment of its Articles of Incorporation with the Secretary of State of
California. The amendment was approved and adopted by a written consent action
by holders of greater than a majority of the outstanding voting common stock of
the Company. The amendment increased the number of authorized shares of common
stock of the Company from 50,000,000 to 750,000,000. Details of the amendment
were disclosed in a 14C Information Statement delivered to shareholders on
January 10, 2000 and filed with the Securities and Exchange Commission on
January 7, 2000.
A copy of the Certificate of Amendment of the Articles of Incorporation is filed
as an Exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No Description
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3.1 Certificate of Amendment of Articles of Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
SILICON GAMING, INC.
Date: February 14, 2000 By: /s/ Andrew Pascal
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Andrew Pascal
Chief Executive Officer
and President
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SILICON GAMING, INC.
I, Andrew Pascal, the President and Secretary of Silicon Gaming, Inc. (the
"Corporation"), a corporation duly organized and existing under the laws of the
State of California, do hereby certify:
1. That I am the President and the Secretary of Silicon Gaming, Inc., a
California corporation.
2. That an amendment to the Articles of Incorporation of this Corporation
has been approved by the Board of Directors.
3. The Amendment so approved the by Board of Directors is as follows:
Section 1 of Article III, of the Amended and Restated Articles of
Incorporation of this Corporation is amended to read as follows:
"1. AUTHORIZED STOCK. The corporation is authorized to issue two
classes of shares to be designated respectively "Preferred Stock," par
value $0.001 per share, and "Common Stock," par value $0.001 per share. The
total number of shares of Preferred Stock authorized is 6,884,473. The
total number of shares of Common Stock authorized is 750,000,000. The
shares of Preferred Stock authorized by these Articles of Incorporation may
be issued from time to time in one or more series."
4. That the shareholders of the Corporation have adopted said Amendment by
written consent. That the wording of said Amendment as approved by written
consent of the shareholders is the same as that set forth above. That said
written consent was signed by the holders of outstanding shares having not less
than the minimum number of required votes of shareholders necessary to approve
said Amendment in accordance with Section 902 of the California Corporation
Code.
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5. That the designation and total number of outstanding shares entitled to
vote on or give written consent to said Amendment and the minimum percentage
vote required of each class or series entitled to vote on or give written
consent to said Amendment for approval thereof are as follows:
Number of shares Minimum
outstanding entitled percentage
to vote or give vote required
Designation written consent to approve
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Common Stock 30,949,273 shares More than 50%
with a par value
of $0.001 per share
Series D Convertible 39,750 shares More than 50%
Redeemable Preferred
Stock
Series E Convertible -0- (None outstanding as
Redeemable Preferred of date of this
Stock Certificate)
6. That the number of shares of each class which gave written consent in
favor of said Amendment equaled or exceeded the minimum percentage vote required
of each class entitled to vote, as set forth above.
7. That this Certificate shall become effective on February 7, 2000.
The undersigned declares under penalty of perjury that the statements
contained in the foregoing Certificate are true of his own knowledge.
Executed at Palo Alto, California on February 2, 2000.
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Andrew Pascal
President
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Andrew Pascal
Secretary
