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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. 1)1 The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, SEE the Notes).
THE PLAYERS NETWORK, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
72811P-10-2
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(CUSIP Number)
Stephen Grogan
Grogan Financial Services, Inc.
2620 S. Maryland Parkway, #359
Las Vegas, Nevada 89109
TEL. NO. (702) 737-7005
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 18, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following box: G
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
(Continued on following pages)
(Page 1 of 7 Pages)
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CUSIP NO. 001813 10 4 13D PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ACTION GAMING, INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
NEVADA
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SOLE VOTING POWER
7
2,375,091
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NUMBER OF
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
EACH ----------------------------------------------
REPORTING
PERSON SOLE DISPOSITIVE POWER
WITH 9
2,375,091
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SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,375,091
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.80%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 001813 10 4 13D PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ERNEST W. MOODY
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
7
NUMBER OF 2,375,091
SHARES ----------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH 0
REPORTING ----------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
2,375,091
----------------------------------------------
SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,375,091
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.80%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 001813 10 4 13D PAGE 4 OF 7 PAGES
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The reporting persons (the "Reporting Persons") listed on the cover
pages to this Schedule 13D hereby make the following statement (this
"Statement") pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder.
ITEM 1. SECURITY AND ISSUER
Item 1 of the Original Schedule 13D is hereby amended in its entirety
as follows:
This Statement relates to the common stock, $.001 par value per share
(the "Common Stock"), of The Players Network, a Nevada corporation (the
"Issuer"). The Issuer's principal executive office is located at 4640 Polaris
Avenue Las Vegas, Nevada 89103.
This Statement is an amendment to Schedule 13D filed by Action Gaming,
Inc. and Ernest W. Moody dated October 18, 2000 (the "Original Schedule 13D").
For further information regarding any of the items amended herein, reference is
made to the Original Schedule 13D. Capitalized terms used herein and not defined
have the meanings ascribed to them in the Original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Original Schedule 13D is hereby amended in its entirety
as follows:
Ernest W. Moody is the principal shareholder, President and Chief
Executive Officer of Action Gaming, Inc., a Nevada corporation, a developer and
designer of electronic gaming devices for the casino industry.
The names, address and principal occupations of each executive officer
and director of Action Gaming, Inc., all of whom are United States citizens, are
as follows:
<TABLE>
<CAPTION>
-------------------------- -------------------------- ------------------------------------ -----------------------------------
<S> <C> <C> <C>
NAME TITLE BUSINESS ADDRESS PRINCIPAL OCCUPATION
-------------------------- -------------------------- ------------------------------------ -----------------------------------
Ernest W. Moody President, Secretary, 2116 Redbird Drive President and CEO of Action
Treasurer and Director Las Vegas, Nevada 89134 Gaming, Inc.
-------------------------- -------------------------- ------------------------------------ -----------------------------------
</TABLE>
None of Mr. Moody, Action Gaming, Inc., or to the knowledge of the
Reporting Persons, or any other person named in this Item 2 has, during the last
five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction, and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original Schedule 13D is hereby amended in its entirety
as follows:
The shares of Common Stock were acquired by Action Gaming, Inc. in a
private transaction utilizing its internal working capital sources.
Effective November 18, 2000, Action Gaming, Inc. exercised an option to
acquire an additional 390,016 shares of the Issuer's Common Stock for $.5128 per
share (the "Exercise"). Upon the Exercise, a Shareholder Agreement between
Action Gaming, Inc. and certain principal shareholders of the Issuer
(collectively representing a majority of the Issuer's Common Stock) became
effective (the "Shareholder Agreement"). This Statement is being filed to
reflect the Exercise and the Shareholder Agreement.
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CUSIP NO. 001813 10 4 13D PAGE 5 OF 7 PAGES
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ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 of the Original Schedule 13D is hereby amended in its entirety
as follows:
The Reporting Persons acquired the Common Stock primarily for
investment purposes and intend to hold the Common Stock for investment purposes.
The Reporting Persons expect to evaluate on an ongoing basis the Issuer's
financial condition, business operations and prospects, the market price of the
Common Stock, conditions in the securities markets generally, general economic
and industry conditions and other factors. Accordingly, the Reporting Persons
reserve the right to change their plans and intentions at any time, as they deem
appropriate. In particular, the Reporting Persons may, subject to any
restrictions contained in the Securities Act of 1933 (the "Securities Act"), at
any time and from time to time acquire additional shares of Common Stock or
securities convertible, exchangeable, or exercisable for Common Stock in public
or private transactions; dispose of shares of Common Stock or other securities
in public or private transactions; and/or enter into privately negotiated
derivative transactions with institutional counterparts to hedge the market risk
of some or all of their positions in the Common Stock or other securities. Any
such transactions may be effected at any time from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D is hereby amended in its entirety
as follows:
(a) and (b) As of November 18, 2000, Action Gaming, Inc. and Ernest Moody (by
virtue solely of his equity ownership of Action Gaming, Inc.) may be deemed to
beneficially own 2,375,091 shares of Common Stock representing approximately
21.80% of the outstanding shares of Common Stock, calculated in accordance with
Rule 13d-3 under the Exchange Act (based on 10,895,572 shares of Common Stock
believed to be issued and outstanding as of November 18, 2000, giving effect to
issuance of approximately 1,851,742 shares of Common Stock underlying options
currently exercisable by Action Gaming, Inc. ). Action Gaming, Inc. and Mr.
Moody have the sole power to vote and the sole power to dispose of the 2,375,091
shares of Common Stock which they may be deemed to beneficially own.
As of November 18, 2000 (giving effect to the Exercise) Action Gaming,
Inc. owned 523,349 shares of Common Stock, and options to acquire approximately
an additional 1,851,742 shares of Common Stock at prices ranging from $1.00 to
$1.50 (subject to certain market adjustments ranging from 70% to 75% of the
Market Price of the Company's Common Stock), currently exercisable, and expiring
on dates ranging from eight (8) months to 18 months from the Acquisition Date.
Because Mr. Moody is the is an officer, director and principal
shareholder of Action Gaming, Inc., he may be deemed, pursuant to Rule 13d-3
under the Exchange Act, to be the beneficial owner of the 2,375,091 shares of
Common Stock beneficially owned by Action Gaming, Inc. described above. Mr.
Moody disclaims beneficial ownership of any of the 2,375,091 shares of Common
Stock.
(c) There have been no other transactions in any securities of the Issuer
affected by Action Gaming, Inc. or Mr. Moody or during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is hereby amended in its entirety
as follows:
Concurrent with the Exercise, the Shareholder Agreement became
effective. Pursuant to the Shareholder Agreement, among other things, Action
Gaming, Inc. has the right to designate one (1) board member, and for a period
of one (1) year has the right to approve certain purchases and sales of stock by
the Company, and in certain circumstances, following the exercise of additional
options to purchase additional Common Stock, the Issuer must obtain the approval
of Action Gaming, Inc. before engaging in certain extraordinary corporate
actions, including acquisitions, mergers, asset sales, and certain securities
offerings.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
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CUSIP NO. 001813 10 4 13D PAGE 6 OF 7 PAGES
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Exhibit 1. Joint Filing Agreement
SIGNATURES
After reasonable 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: November 28, 2000
/s/ ERNEST W. MOODY
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ERNEST W. MOODY
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CUSIP NO. 001813 10 4 13D PAGE 7 OF 7 PAGES
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SIGNATURE
After reasonable 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: November 28, 2000
ACTION GAMING, INC., a Nevada corporation
By: /s/ERNEST W. MOODY
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ERNEST W. MOODY
President
