<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
GAMETECH INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
GAMETECH INTERNATIONAL, INC.
2209 WEST 1(ST) STREET, SUITE 113
TEMPE, ARIZONA 85281
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 1999
------------------------
To Our Stockholders:
The 1999 Annual Meeting of Stockholders of GAMETECH INTERNATIONAL, INC., a
Delaware corporation (the "Company"), will be held at the Sumner Suites, 1413
West Rio Salado Parkway, Tempe, Arizona, on April 29, 1999, at 9:00 a.m., local
time, for the following purposes:
1. To elect nine (9) directors to serve as Class I, Class II and Class III
directors.
2. To approve an amendment to the Company's 1997 Amended and Restated
Incentive Stock Plan to authorize an additional 2,000,000 shares for
issuance under the Plan.
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending October 31,
1999.
4. To transact such other business as may properly come before the meeting
or any postponement(s) or adjournment(s) thereof. Management is presently
aware of no other business to come before the meeting.
The Board of Directors has fixed the close of business on March 26, 1999, as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. Shares of Common Stock can be voted at the meeting only if
the holder is present at the meeting in person or by valid proxy. A copy of the
Company's 1998 Annual Report, which includes audited financial statements, was
mailed on April 9, 1999 with this Notice and Proxy Statement.
Management of the Company cordially invites you to attend the Annual
Meeting. Your attention is directed to the attached Proxy Statement for a
discussion of the foregoing proposals and the reasons why the Board of Directors
encourages you to vote for approval of such proposals.
By Order of the Board of Directors
[SIGNATURE]
Andrejs K. Bunkse
SECRETARY
Tempe, Arizona
April 9, 1999
------------------------
IMPORTANT: IT IS IMPORTANT THAT YOUR SHAREHOLDINGS BE REPRESENTED AT THIS
MEETING. PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD
IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE>
GAMETECH INTERNATIONAL, INC.
2209 WEST 1(ST) STREET, SUITE 113
TEMPE, ARIZONA 85281
------------------------
PROXY STATEMENT
---------------------
This Proxy Statement is being furnished to stockholders of GAMETECH
INTERNATIONAL, INC., a Delaware corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors for use at the 1999 Annual
Meeting of Stockholders of the Company to be held on April 29, 1999, at 9:00
a.m., local time, and any adjournment or postponement thereof (the "Annual
Meeting"). A copy of the Notice of the Meeting accompanies this Proxy Statement.
This Proxy Statement and the accompanying form of Proxy Card are being mailed on
or about April 9, 1999.
SOLICITATION AND VOTING OF PROXIES
Only stockholders of record at the close of business on March 26, 1999 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting or
any adjournment or postponement thereof. On the Record Date, 11,277,014 shares
of Common Stock, $.001 par value (the "Common Stock"), were issued and
outstanding. Each holder of Common Stock is entitled to one vote, exercisable in
person or by proxy, for each share of the Company's Common Stock held of record
on the Record Date.
At the Annual Meeting, nine (9) directors are to be elected to serve for
terms of one, two or three years or until their respective successors are
elected and qualified. Each shareholder present at the Annual Meeting, either in
person or by proxy, is entitled to one vote per share of Common Stock of the
Company held by each such shareholder on the Record Date.
All valid proxies received before the Annual Meeting and not revoked will be
exercised. All shares represented by proxy will be voted, and where a
shareholder specifies by means of his or her proxy a choice with respect to any
matter to be acted upon, the shares will be voted in accordance with the
specifications so made. If the signed proxy is returned without instructions and
authority to vote is not specifically withheld, the persons named in the proxy
solicited by the Board of Directors intend to vote for the election of the
nominees for director listed below, for the proposal to amend the Company's 1997
Amended and Restated Incentive Stock Plan (the "Plan") to authorize an
additional 2,000,000 shares of Common Stock under the Plan and to ratify the
appointment of Ernst & Young LLP as the Company's independent public accountants
for the fiscal year ending October 31, 1999. Abstentions and broker non-votes
will be included in the determination of the number of shares represented for a
quorum, and have the same effect as "no" votes in determining whether the
proposals are approved. Proxies may be revoked at any time prior to the time
they are voted by: (a) delivering to the Secretary of the Company a written
instrument of revocation bearing a date later than the date of the proxy; or (b)
duly executing and delivering to the Secretary a subsequent proxy relating to
the same shares; or (c) attending the meeting and voting in person, provided
that the shareholder notifies the Secretary of the meeting of his or her
intention to vote in person at any time prior to the voting of the proxy. In
order to vote their shares in person at the meeting, shareholders who own their
shares in "street name" must obtain a special proxy card from their broker.
The cost of soliciting proxies, including the cost of preparing and mailing
the Notice and Proxy Statement, will be paid by the Company. Solicitation will
be primarily by mailing this Proxy Statement to all shareholders entitled to
vote at the meeting. Proxies may be solicited by officers and directors of the
Company personally or by telephone or facsimile, without additional
compensation. The Company may reimburse brokers, banks and others holding shares
in their names for others for the cost of forwarding proxy materials and
obtaining proxies from beneficial owners.
The Board of Directors does not know of any matters other than the election
of directors, the proposal to amend the Company's Plan and the ratification of
Ernst & Young LLP, that are expected to be presented for consideration at the
Annual Meeting. However, if other matters properly come before the meeting, the
persons named in the accompanying proxy intend to vote thereon in accordance
with their judgment.
<PAGE>
PROPOSAL ONE
BOARD OF DIRECTORS
GENERAL INFORMATION
The Company has nine directors serving in three classes of directors,
designated Class I, Class II, and Class III. In connection with the Company's
acquisition of Bingo Technologies Corporation in February of 1999, the Board of
Directors determined that it was in the best interests of the Company to expand
the number of Directors from six (6) to nine (9), as permitted by the Company's
Bylaws, and appointed one new director to each class. Subsequently, the Board of
Directors amended the Bylaws to adjust the initial term of office of each class
of Directors. The Directors elected to Class I will serve until the annual
meeting held in 2000; Directors elected to Class II will service until the
annual meeting held in 2001; and Directors elected to Class III will serve until
the annual meeting held in 2002. At each succeeding annual meeting of
stockholders beginning with the annual meeting in 2000, successors to the class
of directors whose term expires at such annual meeting shall be elected for a
three-year term. Information regarding the Members of and Nominees to the Board
of Directors is provided below.
Nine directors are to be elected at the 1999 annual meeting, three of whom
will be designated Class I Directors, three of whom will be designated Class II
Directors, and three of whom will be designated Class III Directors.
Management's nominees for election to each class of directors are identified
below. Each nominee is currently a member of the Board of Directors of the
Company.
If any nominee should become unavailable for any reason, which the Board of
Directors does not anticipate, the proxy will be voted for any substitute
nominee or nominees who may be selected by the Board of Directors prior to or at
the Annual Meeting, or, if no substitute is selected by the Board of Directors
prior to or at the Annual Meeting, for a motion to reduce the present membership
of the Board to the number of nominees available and to create an additional
vacancy to be filled by the Board of Directors. The information concerning the
nominees and their share holdings in the Company has been furnished by them to
the Company.
CLASS I DIRECTORS--TERMS EXPIRING IN 2000
KEITH A. NOVOTNY, 43, has been GameTech's Vice President of Business
Development since February 1999. Mr. Novotny was the Chief Operating Officer of
Bingo Technologies Corporation (BTC), a leading full service provider of
electronic video bingo services, from 1997 until February 1999. He also was the
President of Bingo Card Minder Corporation (BCMC) from 1996 until February,
1999. Prior to his involvement with BTC and BCMC, Mr. Novotny was a technical
member of the systems software group and technical staff of ISS Sperry Univac
and Elsin Corporation from 1981 through 1986. Mr. Novotny is a 1980 graduate of
the University of California at Berkeley with a Bachelors of Science Degree in
Electrical Engineering and Computer Science.
CLARENCE H. THIESEN, 67, is a co-founder of GameTech and was GameTech's
Chief Financial Officer from 1994 until his retirement in March 1998. Prior to
his employment with GameTech, Mr. Thiesen was a financial consultant from 1992
to 1994. From 1988 to 1992, Mr. Thiesen was Vice President of ZYGO Corporation,
where he focused on sourcing in the Far East and assisted in restructuring the
company. From 1986 to 1988, Mr. Thiesen was the President of Keno Computer
Systems, Reno, Nevada. From 1981 to 1986, Mr. Thiesen was the Vice President of
Finance at International Gaming Technology (IGT), where he specialized in
acquisitions, the installation of new accounting, budgeting and forecasting
systems and financial public relations.
DOUGLAS M. HAYES, 55, has been a Managing Director and co-head of the
investment committee of Macluan Capital Corporation since 1997. Mr. Hayes has
also been Chairman of Compass Aerospace Corporation since 1997. From 1986 to
1997, Mr. Hayes was a Managing Director, Investment Banking of
2
<PAGE>
Donaldson, Lufkin and Jenrette (DLJ) in Los Angeles. Prior to founding the DLJ
offices in Los Angeles, Mr. Hayes was a Managing Director of Merrill Lynch
Capital Markets. Mr. Hayes, a graduate of Dartmouth College, served two years in
the U.S. Navy and received an MBA from Harvard Business School.
CLASS II DIRECTORS--TERMS EXPIRING IN 2001
JOHN A. LARSEN, 36, has been GameTech's Executive Vice President of Sales
and Marketing since February 1999. From 1997 until February 1999, Mr. Larsen was
President and served on the Board of Directors of Bingo Technologies Corporation
(BTC), a leading full service provider of electronic video bingo services. In
1990, Mr. Larsen was founder of Opportunity Software, a company producing full
service computerized point of sale and accounting systems in the bingo industry.
In 1997, Opportunity Software merged with Bingo Card Minder Corporation (BCMC),
a leading full service provider of electronic video bingo services. From 1986
until 1990, Mr. Larsen founded and ran Laran Enterprises, Ltd., a software
company that developed vertical accounting packages for the construction,
restaurant, manufacturing, distribution, property management, metal refining,
and aerial photography industries.
GARY R. HELD, 45, is a co-founder of GameTech and held the position of Vice
President--Sales & Marketing from 1994 until February 1999. Mr. Held currently
is GameTech's Senior Vice President of Sales and Marketing-South. Mr. Held has
over eleven years of experience in the bingo industry. Prior to his employment
with GameTech, Mr. Held was Vice President--Sales & Marketing at Advanced Gaming
Technology, Inc. from November 1993 until 1994. Mr. Held was the General Manager
of Bingo Operations and Promotions & Marketing Director at the Barona Casino in
San Diego, California from 1992 to November 1993. During 1991, Mr. Held was
involved in management at the Treasure Island Casino in Red Wing, Minnesota. Mr.
Held was previously Vice President of Sales at FortuNet, Inc., one of the first
companies to develop electronic bingo units. Mr. Held also has experience at
Bingo West, the largest bingo distributor in the western United States, where he
was responsible for sales to charity and Indian bingo halls.
FREDERICK C. LANE, 49, is a Managing Director in Investment Banking for
Donaldson, Lufkin and Jenrette (DLJ). From 1989 to 1994, Mr. Lane was co-head of
the Mergers and Acquisitions Department of DLJ. He graduated from Harvard
College in 1971 and received his MBA from Harvard Business School. Mr. Lane
joined DLJ in 1976 after spending three years at Coopers & Lybrand where he
received his CPA.
CLASS III DIRECTORS--TERMS EXPIRING IN 2002
GERALD A. NOVOTNY, 55, has been a GameTech Vice President since February
1999. In 1986, Mr. Novotny founded Bingo Card Minder Corporation (BCMC) which in
1997 merged with Opportunity Software Inc. to form Bingo Technologies
Corporation (BTC), a leading full service provider of electronic video bingo
services. Mr. Novotny was Chairman of the Board and Chief Executive Officer of
both BCMC and BTC until GameTech acquired both companies in February 1999. Mr.
Novotny was a co-founder in 1970 of SDI, Ltd., a systems software company
located in San Mateo, California and London, England. Mr. Novotny has remained
active in the management of SDI, Ltd. since its inception and currently serves
on the Board of Directors of SDI, Ltd. Mr. Novotny graduated from the University
of Nebraska in 1966 with a Bachelor of Science Degree in Electrical Engineering.
RICHARD T. FEDOR, 53, is GameTech's Chairman. He is a co-founder of GameTech
and held the positions of Chairman of the Board and CEO from 1994 until March
1998. Mr. Fedor was also the Company's President from 1994 until August 1, 1997.
From 1991 to 1994, Mr. Fedor's occupation was that of a private investor.
Previously, Mr. Fedor was President of ZYGO Corporation, a manufacturer of high
performance, laser-based electro-optical measuring instruments, from 1987 to
1991. From 1985 to 1987,
3
<PAGE>
Mr. Fedor held the position of Operations Vice President at International Game
Technology (IGT). Mr. Fedor has also held various senior management positions at
Hewlett Packard and GTE.
TODD S. MYHRE, 54, has served as the Chief Executive Officer of GameTech
since March 1998. From September 1995 to February 1998, Mr. Myhre served as an
international business consultant to, and/or interim CEO for, high-technology
companies in California's Silicon Valley. In January 1993, Mr. Myhre joined
Genus Inc., an international semiconductor equipment manufacturer and remained
at the firm until August 1995. At Genus he held various senior management
positions including President, CFO and CEO, and continues to serve on the Board
of Directors today.
VOTE REQUIRED
The three nominees for each class receiving the highest number of
affirmative votes duly cast shall be elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.
PROPOSAL TWO
AMENDMENT TO THE COMPANY'S 1997 INCENTIVE STOCK PLAN
The Board of Directors of the Company has approved an amendment to increase
the number of shares authorized for issuance thereunder from 2,000,000 to
4,000,000 shares of common stock. Under the stock option plan, the Company may
grant (i) incentive stock options ("ISOs") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or (ii) stock options
that are not intended to qualify under Section 422 of the Code ("Non-qualified
Stock Options"). Directors, officers, employees and consultants of the Company,
as selected from time to time by the Board of Directors or the committee
administering the Stock Option Plan, will be eligible to participate in the
Stock Option Plan.
The Company's Incentive Stock Plan facilitates retention of highly qualified
consulting staff, provides additional incentives to employees, directors and
officers of the Company and thereby promotes the success of the Company's
business. If the additional shares here proposed are not authorized, the plan
could deplete its shares during 1999, which would terminate the plan. The
Amendment would allow the Company to continue using the Incentive Stock Plan to
hire, retain and reward highly qualified employees, directors, officers and
consultants.
VOTE REQUIRED
The affirmative vote of a majority of the votes duly cast is required to
approve the Amendment to the Company's 1997 Incentive Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE 1997
INCENTIVE STOCK OPTION PLAN.
4
<PAGE>
PROPOSAL THREE
RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS
The Board of Directors proposes that the Company continue to use Ernst &
Young LLP as the independent public accountants to the Company for the fiscal
year ending October 31, 1999.
VOTE REQUIRED
The affirmative vote of a majority of the votes duly cast is required to
ratify the selection of Ernst & Young LLP as the independent public accountants
for the Company for the fiscal year ending October 31, 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF ERNST &
YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
ENDING OCTOBER 31, 1999.
NON-DIRECTORS
Unless included herein, all of GameTech's Non-Director Officers are listed
in GameTech's 1998 10K.
RICHARD H. IRVINE, 57, has been GameTech's Chief Operating Officer since
February 1999. Mr. Irvine was President and Chief Operating Officer of Mikohn
Gaming Corporation from July 1995 until September 1998. He had served on the
Mikohn's corporate board of directors since it became a publicly traded company
in late 1993.
Mr. Irvine, from 1993-1995, was Senior Vice President--Marketing and
Entertainment for Boomtown, Inc., a Reno-based owner and operator of casino
properties in Verdi and Las Vegas, Nevada; Biloxi, Mississippi; and New Orleans,
Louisiana. From 1991-1993, he was Vice President of Marketing for the worldwide
Walt Disney Attractions.
His first entry into the gaming industry came as Executive Vice President
Worldwide Sales and Marketing for International Game Technology (IGT), the
world's leading manufacturer of gaming machines. During his four years there in
the late 1980's, IGT's sales revenues tripled in volume, rising from
approximately $50 million to more than $150 million.
Mr. Irvine was co-founder of Aurora Productions, an independent feature film
and television production firm in Hollywood. During an eight-year stint there,
he was executive producer on such films as Heart Like a Wheel, Secret of Nihm
and Eddie and the Cruisers and also the Broadway show The Suicide. He has also
served as President and Chief Operating Officer of Straight Arrow Publishing,
owners of Rolling Stone Magazine, and as Executive Vice President of
Unicorn/Sovaminco, a U.S.-U.S.S.R joint venture. He began his career in media
sales for Time, Inc. (now Time-Warner) after attending the University of
Southern California.
5
<PAGE>
BOARD AND COMMITTEE MEETINGS
During the 1998 fiscal year, there were four (4) meetings of the Board of
Directors. No director attended less than 75% of the Board meetings while
serving as such director or less than 75% of all committee meetings on which he
served as a committee member.
The Audit Committee and the Compensation Committee are the standing
committees of the Board of Directors. These committees are comprised as follows:
<TABLE>
<CAPTION>
AUDIT COMPENSATION
- ---------------------------------------------- ----------------------------------------------
<S> <C>
Douglas M. Hayes (Chairman) Frederick C. Lane (Chairman)
Frederick C. Lane Douglas M. Hayes
Clarence H. Thiesen Richard T. Fedor
</TABLE>
The Audit Committee held one (1) meeting during the 1998 fiscal year. The
Audit Committee is responsible for maintaining communication between the Board,
the Company's independent auditors and members of financial management with
respect to the Company's financial affairs in general, including financial
statements and audits, the adequacy and effectiveness of the Company's internal
accounting controls and systems and the retention and termination of the
independent auditors.
The Compensation Committee held one (1) meeting during the 1998 fiscal year.
The Compensation Committee makes recommendations concerning officer
compensation, employee benefit programs and retirement plans.
All current committee members are expected to be nominated for re-election
at a Board meeting to be held following the Annual Meeting of Stockholders.
COMPENSATION OF DIRECTORS
Directors who are full-time employees of the Company receive no additional
compensation for serving as directors. Non-employee directors receive an annual
retainer fee of $5,000, plus fees of $500 and reimbursement of expenses per
Board or Committee meeting attended. In addition, under the Company's Incentive
Stock Option Plan, each outside director receives a grant of 3,000 shares upon
joining the Board of Directors and an annual grant of options to purchase 1,000
shares of Common Stock. The exercise price of the options is the fair market
value of Common Stock on the date of grant and each option has a term of ten
years and becomes exercisable immediately. In the event of the disability (as
defined in the plan) or death of an outside director, all options remain
exercisable for a period of twelve months following the date such person ceased
to be a director, but only to the extent such option was exercisable on the date
the director ceased to be a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Messrs. Lane, Hayes and Fedor. Mr.
Fedor is an officer of the Company.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows how much stock is beneficially owned by beneficial
owners of more than 5% of the Company's outstanding Common Stock, as of March
26, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY HELD OWNERSHIP
- ------------------------------------------------------------------------- ----------------- ----------
<S> <C> <C>
Richard T. Fedor(a)(1)................................................... 2,982,136 25.3%
Bonnie G. Fedor(b)(1).................................................... 2,982,136 25.3%
Gary R. Held(c)(1)....................................................... 656,000 5.7%
Susan E. Held(d)(1)...................................................... 656,000 5.7%
CJB Family Tust(1)....................................................... 1,139,240 10.1%
Vern D. Blanchard(e)(1).................................................. 1,276,240 11.2%
Morgan Stanley Dean Witter & Co.(f)(2)................................... 670,000 5.9%
Morgan Stanley Dean Witter & Advisors Inc.(f)(g)(3)...................... 670,000 5.9%
Massachusetts Financial Services Company(h)(4)........................... 565,000 5.0%
Siblings Partners, L.P.(5)............................................... 1,866,938 16.6%
Gerald R. Novotny(i)(1).................................................. 1,866,938 16.6%
</TABLE>
- ------------------------
(a) Includes (i) 492,000 shares of Common Stock issuable upon the exercise of
stock options currently exercisable and (ii) 575,900 shares owned of record
by Mr. Fedor's wife and minor children. Mr. Fedor is the husband of Bonnie
G. Fedor.
(b) Mrs. Fedor is the wife of Richard T. Fedor.
(c) Includes (i) 135,000 shares of Common Stock issuable upon the exercise of
stock options currently exercisable and (ii) 171,000 shares owned of record
by Mr. Held's wife. Mr. Held is the husband of Susan E. Held.
(d) Mrs. Held is the wife of Gary R. Held.
(e) Includes the shares owned by the CJB Family Trust. Vern D. Blanchard is the
sole trustee of the trust and has sole voting power and investment power
with the respect to the Common Stock held by the trust. In addition,
includes 135,000 shares of Common Stock issuable upon the exercise of stock
options currently exercisable.
(f) Per Form SC 13G filed on February 5, 1999.
(g) Morgan Stanley Dean Witter & Advisors Inc. is a wholly-owned subsidiary of
Morgan Stanley Dean Witter & Co.
(h) Per Form SC 13G filed on February 11, 1999.
(i) Gerald R. Novotny is the General Partner of Siblings Partners, L.P. and has
all dispositive power to vote on the shares owned by Siblings Partner, L.P.
(1) The address for each person, trust or trustee is c/o the Company, 2209 W.
1(st) Street, Suite 113, Tempe, AZ 85281.
(2) The address for Morgan Stanley Dean Witter & Co. is 1585 Broadway, New York,
NY 10036.
(3) The address for Morgan Stanley Dean Witter Advisors Inc. is Two World Trade
Center, New York, NY 10048.
(4) The address for Massachusetts Financial Services is 500 Boylston Street,
Boston, MA 02116.
(5) The address for Siblings Partners, L.P. is 295 Highway 50, Suite 20,
Stateline, NV 89449.
7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information concerning the beneficial
ownership of the Company's Common Stock as of March 26, 1999, by (i) each
director and each nominee for director of the Company, (ii) certain of the
Company's executive officers (the "Named Executive Officers"), and (iii) all
executive officers and directors as a group. This information was determined in
accordance with Rule 13(d)-3 under the Securities Exchange Act of 1934, as
amended, and is based upon the information furnished by the persons listed
below. Except as otherwise indicated, each shareholder listed possesses sole
voting and investment power with respect to the shares indicated as being
beneficially owned.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS(1) BENEFICIALLY HELD OWNERSHIP
- ------------------------------------------------------------------------- ----------------- ----------
<S> <C> <C>
Richard T. Fedor(a)...................................................... 2,982,136 25.3%
Gary R. Held(b).......................................................... 656,000 5.7%
Clarence H. Thiesen(c)................................................... 435,000 3.9%
Todd S. Myhre(d)......................................................... 241,333 2.1%
Conrad J. Granito, Jr.(e)................................................ 60,000 *
Frederick C. Lane(f)..................................................... 30,500 *
Douglas M. Hayes(g)...................................................... 49,667 *
Gerald R. Novotny(h)..................................................... 1,866,938 16.6%
Keith A. Novotny......................................................... 66,000 *
John A. Larsen(i)........................................................ 50,000 *
Richard H. Irvine(j)..................................................... 70,000 *
All directors and executive officers as a group (14 persons)............. 6,595,607 54.2%
</TABLE>
- ------------------------
* Less than 1%
(a) Includes (i) 492,200 shares of Common Stock issuable upon the exercise of
stock options currently exercisable and (ii) 575,900 shares owned of record
by Mr. Fedor's wife and minor children.
(b) Includes (i) 135,000 shares of Common Stock issuable upon the exercise of
stock options currently exercisable and (ii) 171,000 shares owned of record
by Mr. Held's wife.
(c) Includes 110,000 shares owned of record by Mr. Thiesen's wife.
(d) Includes 233,000 shares of Common Stock issuable upon the exercise of stock
options currently exercisable.
(e) Includes 60,000 shares of Common Stock issuable upon the exercise of stock
options currently exercisable.
(f) Includes 3,000 shares of Common Stock issuable upon the exercise of stock
options currently exercisable.
(g) Includes 3,000 shares of Common Stock issuable upon the exercise of stock
options currently exercisable.
(h) Represents 1,866,938 shares owned by Siblings Partners, L.P. of which Mr.
Novotny is the General Partner and has all dispositive power to vote on
shares owned by Siblings Partners, L.P.
(i) Represents 50,000 shares of Common Stock issuable upon the exercise of stock
options currently exercisable.
(j) Includes 50,000 shares of Common Stock issuable upon the exercise of stock
options currently exercisable.
(1) The address for each person is c/o the Company, 2209 W. 1(st) Street, Suite
113, Tempe, AZ 85281.
8
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN
The following graph shows a comparison of the cumulative total returns for
the Company's common stock, the Nasdaq Composite Index and the gaming activities
industry average, each of which assumes an initial value of $100 and reinvested
dividends. The information presented is as of November 25, 1997, the initial day
the Company's stock was traded, and the fiscal year ended October 31, 1998.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
GAMETECH INTERNATIONAL, GAMING ACTIVITIES INDUSTRIES
INC. AVERAGE NASDAQ COMPOSITE
<S> <C> <C> <C>
11-97 $100 $100 $100
10-98 $22 $81 $111
</TABLE>
<TABLE>
<CAPTION>
11/97 10/98
--------- ---------
<S> <C> <C>
GameTech International, Inc................................................... $ 100 $ 22
Gaming Activities Industries Average.......................................... $ 100 $ 81
Nasdaq Composite.............................................................. $ 100 $ 111
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, as well as persons beneficially
owning more than 10% of the Company's outstanding Common Stock, to file certain
reports of ownership with the Securities and Exchange Commission (the "SEC")
within specified time periods. Such officers, directors and shareholders are
also required by SEC rules to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that
between November 1, 1997 and October 31, 1998 all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were
complied with.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended October 31,
1998, 1997 and 1996, of the Company's Chief Executive Officer, and the other
most highly compensated executive officers of the Company who received annual
compensation exceeding $100,000 during such periods (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -------------
----------------------------------- SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(1) COMPENSATION
- --------------------------------------- ---------- --------- --------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Fedor(2).................... 1998 200,500 0 0 0 0
Chairman and Chief Executive 1997 190,500 25,000 0 492,000 0
Officer 1996 154,000 20,000 0 0 0
Todd S. Myhre(3)....................... 1998 114,500 0 0 600,000 0
Chief Executive Officer 1997 n/a n/a n/a n/a n/a
1996 n/a n/a n/a n/a n/a
Conrad J. Granito, Jr.(4).............. 1998 129,250 0 0 0 0
President and Chief Operating 1997 32,500 0 0 200,000 0
Officer 1996 n/a n/a n/a n/a n/a
Clarence H. Thiesen(5)................. 1998 54,417 0 0 0 0
Chief Financial Officer 1997 120,600 18,000 0 135,000 0
1996 111,033 15,000 0 0 0
Gary R. Held........................... 1998 138,000 0 0 0 0
Vice President of Sales and 1997 156,781 25,000 0 135,000 0
Marketing 1996 133,798 13,000 0 0 0
</TABLE>
- ------------------------
(1) Reflects options granted to the individual during the respective fiscal
year.
(2) Richard T. Fedor resigned as Chief Executive Officer effective 3/16/98.
(3) Todd S. Myhre became Chief Executive Officer effective 3/16/98.
(4) Conrad J. Granito, Jr. resigned as President and Chief Executive Officer
effective 2/1/99.
(5) Clarence H. Thiesen resigned as Chief Financial Officer effective 3/31/98.
10
<PAGE>
OPTION GRANTS
The following table shows the stock options granted to the named executive
officers during fiscal year 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------ POTENTIAL REALIZED VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ------------------------------------ ---------- ------------ ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Fedor.................... 0 0 n/a n/a n/a n/a
Todd S. Myhre....................... 600,000 69.5% $ 6.00 2-09-08 $ 2,262,000 $ 5,736,000
Conrad J. Granito, Jr............... 0 0 n/a n/a n/a n/a
Clarence H. Thiesen................. 0 0 n/a n/a n/a n/a
Gary R. Held........................ 0 0 n/a n/a n/a n/a
</TABLE>
OPTION EXERCISES
The following table shows the stock options exercised by the Named Executive
Officers during fiscal year 1998 and the value of stock options held by him, as
of the end of fiscal year 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT OCTOBER 31, IN-THE-MONEY OPTIONS AT
SHARES 1998 OCTOBER 31, 1998
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------- ----------- ---------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Fedor................. 0 0 492,000 0 $ 676,500 0
Todd S. Myhre.................... 0 0 100,000 500,000 n/a n/a
Conrad J. Granito, Jr............ 0 0 100,000 100,000 $ 137,500 $ 137,500
Clarence H. Thiesen.............. 135,000 $ 388,125 0 0 n/a n/a
Gary R. Held..................... 0 0 135,000 0 $ 185,625 0
</TABLE>
11
<PAGE>
EMPLOYMENT CONTRACTS WITH EXECUTIVE OFFICERS
Richard T. Fedor entered into an amended employment agreement on October 1,
1997 to serve as Chief Executive Officer and Chairman of the Company. His annual
salary is $210,500 and may be increased, but not decreased, at the discretion of
the Board of Directors. Mr. Fedor may be awarded an annual bonus at the
discretion of the Board of Directors as described below. Mr. Fedor's employment
agreement is for a term of two years, which term is automatically renewed unless
his employment is terminated pursuant to the employment contract. If Mr. Fedor's
employment is constructively terminated or terminated by the Company without
cause, both as defined in the agreement, or if he elects to terminate his
employment within twelve months of any change of control, he is entitled to
receive an amount equal to two years of his base salary and immediate vesting of
any long-term incentive rights including stock options. In the event of a change
of control, the term of Mr. Fedor's agreement will automatically extend for two
years following the effective date of the change of control. Mr. Fedor's
agreement is terminable by the Company for cause. The agreement provides that
Mr. Fedor may not compete with the Company during the term of his employment and
for a period of two years after his retirement or other termination of his
employment. The agreement also provides that Mr. Fedor is entitled to
participate in any long-term incentive plan for Company executives.
Gary R. Held entered into an amended employment agreement on October 1, 1997
to serve as Vice President--Sales & Marketing of the Company. His annual salary
is $150,000 and may be increased, but not decreased, at the discretion of Board
of Directors. Mr. Held may be awarded an annual bonus at the discretion of the
Board of Directors as described below. Mr. Held's employment agreement is for a
term of two years, which term is automatically renewed unless his employment is
terminated pursuant to the employment contract. If Mr. Held's employment is
constructively terminated or terminated by the Company without cause, both as
defined in the agreement, or if he elects to terminate his employment within
twelve months of any change of control, he is entitled to receive an amount
equal to two years of his base salary and immediate vesting of any long-term
incentive rights including stock options. In the event of a change of control,
the term of Mr. Held's agreement will automatically extend for two years
following the effective date of the change of control. Mr. Held's agreement is
terminable by the Company for cause. The agreement provides that Mr. Held may
not compete with the Company during the term of his employment and for a period
of two years after his retirement or other termination of his employment. The
agreement also provides that Mr. Held is entitled to participate in any
long-term incentive plan for Company executives.
Conrad J. Granito, Jr. entered into an amended employment agreement on
October 1, 1997 to serve as President and Chief Operating Officer of the
Company. His annual salary was $130,000. Mr. Granito resigned his position with
the Company effective February 1, 1999. Mr. Granito may not compete with the
Company for a period of two years after his retirement.
Todd Myhre entered into an employment agreement on February 9, 1998 to serve
as Chief Executive Officer of the Company effective March 16, 1998. His annual
salary is $205,500 and may be increased, but not decreased, at the discretion of
Board of Directors. Mr. Myhre may be awarded an annual bonus at the discretion
of the Board of Directors as described below. Mr. Myhre's employment agreement
is for a term of three years, which term is automatically renewed for two years
unless his employment is terminated pursuant to the employment contract. If Mr.
Myhre's employment is constructively terminated or terminated by the Company
without cause, both as defined in the agreement, or if he elects to terminate
his employment within twelve months of any change of control, he is entitled to
receive an amount equal to two years of his base salary and immediate vesting of
any long-term incentive rights including stock options. In the event of a change
of control, the term of Mr. Myhre's agreement will automatically extend for two
years following the effective date of the change of control. Mr. Myhre's
agreement is terminable by the Company for cause. The agreement provides that
Mr. Myhre may not compete with the Company during the term of his employment and
for a period of two years after his retirement or other termination
12
<PAGE>
of his employment. The agreement also provides that Mr. Myhre is entitled to
participate in any long-term incentive plan for Company executives.
Gerald R. Novotny entered into an employment agreement on February 8, 1999
to serve as Vice President of Strategic Business Development for the Company.
His annual salary is $100,000 and may be increased, but not decreased, at the
discretion of Board of Directors. Mr. Novotny may be awarded an annual bonus at
the discretion of the Board of Directors as described below. Mr. Novotny's
employment agreement is for a term of two years, which term is automatically
renewed unless his employment is terminated pursuant to the employment contract.
If Mr. Novotny's employment is constructively terminated or terminated by the
Company without cause, both as defined in the agreement, or if he elects to
terminate his employment within twelve months of any change of control, he is
entitled to receive an amount equal to two years of his base salary and
immediate vesting of any long-term incentive rights including stock options. In
the event of a change of control, the term of Mr. Novotny's agreement will
automatically extend for two years following the effective date of the change of
control. Mr. Novotny's agreement is terminable by the Company for cause. The
agreement also provides that Mr. Novotny is entitled to participate in any
long-term incentive plan for Company executives. Mr. Novotny also signed a five
year non-competition agreement effective February 8, 1999. The agreement
provides that Mr. Novotny may not compete with the Company until February 8,
2004.
John A. Larsen entered into an employment agreement on February 8, 1999 to
serve as a Senior Executive for the Company. As part of the negotiations for the
acquisition of Bingo Technologies Corporation ("BTC"), Mr. Larsen waived his
annual salary during the first year of employment with the Company. His annual
salary thereafter is $150,000 and may be increased, but not decreased, at the
discretion of Board of Directors. Mr. Larsen may be awarded an annual bonus at
the discretion of the Board of Directors as described below. Mr. Larsen's
employment agreement is for a term of one year, which term is automatically
renewed unless his employment is terminated pursuant to the employment contract.
If Mr. Larsen's employment is constructively terminated or terminated by the
Company without cause, both as defined in the agreement, or if he elects to
terminate his employment within twelve months of any change of control, he is
entitled to receive an amount equal to one year of his base salary ($150,000)
and immediate vesting of any long-term incentive rights including stock options.
In the event of a change of control, the term of Mr. Larsen's agreement will
automatically extend for two years following the effective date of the change of
control. Mr. Larsen's agreement is terminable by the Company for cause. The
agreement also provides that Mr. Larsen is entitled to participate in any
long-term incentive plan for Company executives. Mr. Larsen also signed a five
year non-competition agreement effective February 8, 1999. The agreement
provides that Mr. Larsen may not compete with the Company until February 8,
2004.
Keith A. Novotny entered into an employment agreement on February 8, 1999 to
serve as a Senior Executive for the Company. His annual salary is $150,000 and
may be increased, but not decreased, at the discretion of Board of Directors.
Mr. Novotny may be awarded an annual bonus at the discretion of the Board of
Directors as described below. Mr. Novotny's employment agreement is for a term
of one year, which term is automatically renewed unless his employment is
terminated pursuant to the employment contract. If Mr. Novotny's employment is
constructively terminated or terminated by the Company without cause, both as
defined in the agreement, or if he elects to terminate his employment within
twelve months of any change of control, he is entitled to receive an amount
equal to one year of his base salary and immediate vesting of any long-term
incentive rights including stock options. In the event of a change of control,
the term of Mr. Novotny's agreement will automatically extend for two years
following the effective date of the change of control. Mr. Novotny's agreement
is terminable by the Company for cause. The agreement also provides that Mr.
Novotny is entitled to participate in any long-term incentive plan for Company
executives. Mr. Novotny also signed a five year non-competition agreement
effective February 8, 1999. The agreement provides that Mr. Novotny may not
compete with the Company until February 8, 2004.
13
<PAGE>
Richard Irvine entered into an employment agreement on February 16, 1999 to
serve as Chief Operating Officer of the Company. His annual salary is $180,000
and may be increased, but not decreased, at the discretion of Board of
Directors. Mr. Irvine may be awarded an annual bonus at the discretion of the
Board of Directors as described below. Mr. Irvine's employment agreement is for
a term of three years, which term is automatically renewed for two years unless
his employment is terminated pursuant to the employment contract. If Mr.
Irvine's employment is constructively terminated or terminated by the Company
without cause, both as defined in the agreement, or if he elects to terminate
his employment within twelve months of any change of control, he is entitled to
receive an amount equal to two years of his base salary and immediate vesting of
any long-term incentive rights including stock options. In the event of a change
of control, the term of Mr. Irvine's agreement will automatically extend for two
years following the effective date of the change of control. Mr. Irvine's
agreement is terminable by the Company for cause. The agreement provides that
Mr. Irvine may not compete with the Company during the term of his employment
and for a period of two years after his retirement or other termination of his
employment. The agreement also provides that Mr. Irvine is entitled to
participate in any long-term incentive plan for Company executives.
The Compensation Committee of the Board of Directors will convene on an
annual basis to discuss the productivity of each executive officer of the
Company. If the Company has met the growth and profit objectives the Board has
set for the period of review and the executive has been successful in meeting
his Board-outlined objectives, the Compensation Committee will award such
executive with an appropriate bonus commensurate with his performance and value
to the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the
"Committee), which is composed of one inside director and two independent,
outside directors, establishes the general compensation policies of the Company
and specific compensation for each executive officer of the Company. The
Committee's intent is to make the compensation packages of the executive
officers of the Company sufficient to attract and retain persons of exceptional
quality, and to provide effective incentives to motivate and reward Company
executives for achieving the financial and strategic goals of the Company
essential to the Company's long-term success and to growth in shareholder value.
The Company's executive compensation package consists of two main components:
(1) base salary, (2) stock options.
BASE COMPENSATION
The Committee's approach is to offer executives salaries competitive with
those of other executives in the industry in which the Company operates. To that
end, the Committee evaluates the competitiveness of its base salary based on
information drawn from a variety of sources, including published and proprietary
survey data and the Company's own experience recruiting and retaining
executives, although complete information is not easily obtainable. The
Company's base salary levels are intended to be consistent with competitive
practice and level of responsibility, with salary increases reflecting
competitive trends, the overall financial performance of the Company and the
performance of the individual executive.
BONUSES
In addition to base salary, executives are eligible to receive a
discretionary annual bonus. At the beginning of each year, the Committee and the
Chief Executive Officer (the "CEO") review each individual executive's job
responsibilities and goals for the upcoming year. The amount of the bonus and
any performance criteria vary with the position and role of the executive within
the Company. In addition, for all executives, the Committee reviews the
Company's actual financial performance against its internally budgeted
performance in determining year-end bonuses, if any. However, the Committee does
not set objective performance targets for executives other than the CEO and
sales and marketing personnel.
14
<PAGE>
STOCK OPTION AND RESTRICTED STOCK GRANTS
The Company, from time to time, grants stock options and shares of
restricted stock in order to provide certain executives with a competitive total
compensation package and to reward them for their contribution to the long-term
price performance of the Company's Common Stock. Grants of stock options and
restricted stock are designed to align the executive's interest with that of the
shareholders of the Company. In awarding option grants, the Committee will
consider, among other things, the amount of stock and options presently held by
the executive, the executive's past performance and contributions, and the
executive's anticipated future contributions and responsibilities.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NOTES PAYABLE TO STOCKHOLDERS
On March 1, 1997, the Company issued a convertible promissory note in favor
of Richard T. Fedor, the Chairman of the Board and Chief Executive Officer of
the Company and Bonnie G. Fedor in the original principal amount of $1,341,200
(the "Fedor Note"), and a convertible promissory note in favor of the CJB Family
Trust in the principal amount of $80,954 (the "Trust Note" and collectively with
the Fedor Note, the "Notes"). Vern D. Blanchard, an employee of the Company, is
the sole trustee of the CJB Family Trust. The initial interest rate of the Notes
was 13.0%, plus or minus incremental changes in the prime rate, compounded
daily, and they were due in full on February 28, 1999. The Notes represent the
consolidation of previously outstanding notes and interest payable to the
holders, and were convertible at the holders' option into Common Stock of the
Company at a conversion price that was the lower of (i) the lowest price offered
to any individual or investor group or (ii) $1.00 per share. The holders
converted their respective Notes plus accrued interest into Common Stock of the
Company at the $1.00 per share price, for a total of 1,539,351 shares of Common
Stock in November 1997.
STOCK REPURCHASE AGREEMENT
On November 22, 1996, the Company entered into an agreement with a former
officer of the Company, to repurchase 1,000,000 shares of Common Stock and repay
a note and accrued interest of approximately $168,000 for $875,000. The Company
issued a note in the principal amount of $625,000 and paid the balance of
$250,000 in cash for the repurchase of the shares of Common Stock. The note bore
interest at 5.65% and was payable in four semi-annual installments of $156,250
plus interest. The note has been retired.
STOCK REPURCHASE OF COMPANY COMMON STOCK
On May 27, 1998, the Board of Directors deemed it to be in the best
interests of the Company to utilize up to $5.0 million of Company funds to
repurchase shares of Company Common Stock. As of March 26, 1999, the Company had
repurchased 774,500 shares at a total cost of $2,868,574 to the Company.
15
<PAGE>
OTHER MATTERS
INDEPENDENT AUDITORS
Ernst & Young LLP was the Company's independent auditors for the fiscal year
ended October 31, 1998. That firm has served as the Company's independent
auditors since 1994. Representatives of that firm are expected to be present at
the Annual Meeting with the opportunity to make a statement if they desire to do
so and to be available to respond to appropriate questions.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended October 31, 1998,
is enclosed herewith.
VOTING BY PROXY
In order to ensure that your shares will be represented at the Annual
Meeting, please sign and return the enclosed Proxy in the envelope provided for
that purpose, whether or not you expect to attend. Any shareholder may, without
affecting any vote previously taken, revoke a written proxy by giving notice of
revocation to the Company in writing or by executing and delivering to the
Company a later dated proxy. The latest dated proxy will be counted.
STOCKHOLDER PROPOSALS FOR ACTION AT THE COMPANY'S NEXT ANNUAL MEETING
Any stockholder who wishes to present any proposal for stockholder action at
the next Annual Meeting of Stockholders to be held in 2000, must present any
proposal to the Company's Secretary, at the Company's offices, not later than
February 15, 2000, in order to be included in the Company's proxy statement and
form of proxy for that meeting. Such proposals should be addressed to the
Corporate Secretary, GameTech International, Inc., 2209 West First Street, Suite
113, Tempe, Arizona 85281. If a shareholder proposal is introduced at the 2000
Annual Meeting of Shareholders without any discussion of the proposal in the
Company's proxy statement, and the shareholder does not notify the Company on or
before February 15, 2000, as required by SEC Rule 14(a)-4(c)(1), of the intent
to raise such proposal at the Annual Meeting of Shareholders, then proxies
received by the Company for the 2000 Annual Meeting will be voted by the persons
named as such proxies in their discretion with respect to such proposal. Notice
of such proposal is to be sent to the above address.
BY ORDER OF THE BOARD OF DIRECTORS
Tempe, Arizona
April 9, 1999
16
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GAMETECH INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 1999
The undersigned shareholder of GameTech International, Inc., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 9, 1999, and hereby
appoints Andrejs K. Bunkse and Todd S. Myhre, and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in
the name of the undersigned, to represent the undersigned at the Annual
Meeting of the Stockholders of GameTech International, Inc. to be held on
April 29, 1999 at 9:00 a.m., local time, at Sumner Suites, 1413 West Rio
Salado Parkway, Tempe, Arizona and at adjournment(s) thereof, and to vote all
shares of Common Stock that the undersigned would be entitled to vote if then
and there personally present, on the matters set forth below.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE APPROVAL OF AN
AMENDMENT TO THE COMPANY'S 1997 AMENDED AND RESTATED INCENTIVE STOCK PLAN,
FOR THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
COME BEFORE THE MEETING AND ANY ADJUSTMENTS THEROF.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE>
Please mark
votes as /X/
in example
FOR WITHHOLD
1. ELECTION OF DIRECTORS: / / / /
Nominees:
Class I -- Term Expiring in 2000
Keith A. Novotny; Clarence H. Thiesen; Douglas M. Hayes;
Class II -- Term expiring in 2001
John Larsen; Gary R. Held; Frederick C. Lane;
Class III -- Term expiring in 2002
Richard T. Fedor; Todd S. Myhre; Gerald A. Novotny
_______________________________________________________________
To withhold vote for a specific nominee, please list name above
A for vote is assumed to be for all nominees unless noted above
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE AN AMMENDMENT TO THE COMPANY'S / / / / / /
1997 AMENDED AND RESTATED INCENTIVE STOCK PLAN AND
THE RESERVATION OF 2,000,000 COMMON STOCK THEREUNDER.
3. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG, / / / / / /
LLP. AS THE INDEPENDENT PUBLIC ACCOUNTANTS TO THE
COMPANY FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999
and, in their discretion, upon such other matter or matters which may
properly come before the meeting and any adjournment(s) thereof.
/ / MARK HERE FOR ADDRESS
CHANGE AND NOTE BELOW
(THIS PROXY SHOULD BE MARKED, DATED AND SIGNED BY THE STOCKHOLDER(S)
EXACTLY AS HIS OR HER NAME APPEARS HEREON, AND RETURNED PROMPTLY IN THE
ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO
INDICATE. IF SHARES ARE HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY,
BOTH SHOULD SIGN.)
Signature(s) ______________________________________ Dated ______________, 1999
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
