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) April 21, 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) (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 April 21, 2000, the company distributed the press release set forth as
Exhibit 99.1, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No Description
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99.1 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed.
SILICON GAMING, INC.
Date: April 21, 2000 By /s/ Andrew Pascal
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Andrew Pascal
Chief Executive Officer
and President
EXHIBIT 99.1
[Silicon Letterhead]
FOR INFORMATION CONTACT:
Andrew Pascal, CEO (Analysts) Investor Relations
(650) 842-9000 (650) 842-9009
FOR IMMEDIATE RELEASE
SILICON GAMING ANNOUNCES EXCHANGE OFFER
PALO ALTO, California, April 21, 2000 -- Silicon Gaming, Inc. (OTC Bulletin
Board: SGIC.OB) announced today that it has commenced an exchange offer relating
to the financial restructuring completed in November 1999. The exchange offer
expires at 5:00 P.M. New York City time on May 19, 2000, unless extended.
Under the exchange offer participating shareholders may exchange each share of
common stock they hold for a unit consisting of one share of common stock and a
warrant (an "Exchange Warrant") to purchase 3.59662 shares of common stock.
Participating shareholders will not be required to tender their physical share
certificates. Rather, shares of common stock will remain outstanding and the
participating shareholders will receive the Exchange Warrants in addition to the
shares of common stock they will continue to hold. Participating shareholders
will only be required to tender an election notice.
Shareholders who elect to participate must tender their election notices prior
to the expiration of the exchange offer. Beneficial holders whose shares of
common stock are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact that person or entity if they desire
to tender an election notice. Tenders of election notices may be withdrawn at
any time prior to the expiration date of the exchange offer. After the
expiration date, all tenders are irrevocable. The Company's obligation to
consummate the exchange offer is subject to several conditions.
The exercise price of the Exchange Warrants is $0.1528 per share. The Exchange
Warrants are not exercisable for the first twelve months after their issuance
and will terminate four years from their issuance, if not otherwise terminated
prior to that time. If the share price of the Company's common stock, as
reported on the Nasdaq National Market or a national securities exchange,
exceeds $0.2346 per share for twenty consecutive trading days, the holders of
the Exchange Warrants would have 180 days to exercise the Exchange Warrants or
they would automatically expire. This provision is not effective while the
common stock is trading on the OTC Bulletin Board or during the first two years
following issuance of the Exchange Warrants
The maximum number of Exchange Warrants to be issued is 15,288,169. If all
Exchange Warrants are issued they could be exercised for, in the aggregate,
54,985,734 shares of common stock. Currently, there is no market for the
Exchange Warrants and the Company does not intend to register the Exchange
Warrants or file an application for the Exchange Warrants on any securities
exchange.
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EquiServe Trust Company, N.A., the Company's transfer agent, is acting as
exchange agent in the exchange offer, and will also act as warrant agent.
Georgeson Shareholder Communications, Inc. is acting 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
