<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
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 Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or
sec. 240.14a-12
</TABLE>
<TABLE>
<S> <C>
GAMETECH INTERNATIONAL, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
GAMETECH INTERNATIONAL, INC.
2209 WEST 1ST STREET, SUITE 113
TEMPE, ARIZONA 85281
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 4, 2000
------------------------
To Our Stockholders:
The 2000 Annual Meeting of Stockholders of GAMETECH INTERNATIONAL, INC., a
Delaware corporation (the "Company" or "GameTech"), will be held at the Sumner
Suites, 1413 West Rio Salado Parkway, Tempe, Arizona, on April 4, 2000, at
9:00 a.m., local time, for the following purposes:
1. To elect two (2) directors to serve as Class I directors.
2. To transact such other business as may properly come before the meeting
or any postponement(s) or adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 3, 2000, 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 1999 Annual Report, which includes audited financial statements, was
mailed on March 13, 2000 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
[LOGO]
Andrejs K. Bunkse
SECRETARY
Tempe, Arizona
March 13, 2000
------------------------
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 1ST 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 2000 Annual
Meeting of Stockholders of the Company to be held on April 4, 2000, 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 March 13, 2000.
SOLICITATION AND VOTING OF PROXIES
Only stockholders of record at the close of business on March 3, 2000 (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, 11,381,123 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, two (2) directors are to be elected to serve for a
term of three years or until their respective successors are elected and
qualified. Each stockholder 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 stockholder on the Record Date. The two nominees receiving the
highest number of affirmative votes duly cast shall be elected as directors.
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
stockholder 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. 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; (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 stockholder
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, stockholders 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 stockholders 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 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
Two directors are to be elected at the 2000 Annual Meeting, both of whom are
designated Class I Directors. The nominees of the Board of Directors for
election to this class of directors are Clarence H. Thiesen and Douglas M.
Hayes. Each nominee is currently a member of the Board of Directors of the
Company. The Company's Amended and Restated Bylaws provide that the number of
directors shall be fixed from time to time by resolution of the Board of
Directors or stockholders. Effective as of the date of the Annual Meeting, by
resolution of the Board of Directors, the Board of Directors reduced the size of
the board from nine to eight by eliminating a Class I director position.
There is currently one Class III position vacant on the Board of Directors,
which is the result of a resignation. The Board is considering whether to fill
this position, nominate a candidate at a subsequent meeting to fill this
position or eliminate the position. The proxies can not be voted for a greater
number of persons than for the number of nominees named.
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.
The following table sets forth certain information regarding the directors
and nominees for directors of the Company:
<TABLE>
<CAPTION>
NAME POSITION TERM EXPIRES
- ---- -------- ------------
<S> <C> <C>
Richard T. Fedor...... Chairman--Chief Executive Officer 2002
Douglas M. Hayes...... Director 2000
Gary R. Held.......... Director--Vice President Business Development and Marketing 2001
Frederick C. Lane..... Director 2001
John A. Larsen........ Director 2001
Gerald R. Novotny..... Director--Vice President Strategic Business Development 2002
Clarence H. Thiesen... Director 2000
</TABLE>
RICHARD T. FEDOR, 54, is GameTech's Chairman and Chief Executive Officer. 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. On August 1, 1999, Mr. Fedor was reinstated as
GameTech's Chief Executive Officer. 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, Mr. Fedor held the
position of Operations Vice President at International Game Technology.
Mr. Fedor has also held various senior management positions at Hewlett Packard
and GTE.
DOUGLAS M. HAYES, 56, 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 Donaldson, Lufkin
and Jenrette in Los Angeles. Since 1997, Mr. Hayes has also served as a director
of
2
<PAGE>
Reliance Steel & Aluminum Co., a publicly traded company. Mr. Hayes, a graduate
of Dartmouth College, served two years in the U.S. Navy and received an MBA from
Harvard Business School.
GARY R. HELD, 46, is a co-founder of GameTech and held the position of Vice
President--Sales & Marketing from 1994 until February 1999 at which time
Mr. Held became Senior Vice President of Sales and Marketing--South. In August
1999, Mr. Held became Vice President of Business Development and Marketing, the
position he currently holds. 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, 50, 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.
JOHN A. LARSEN, 37, was GameTech's Executive Vice President of Sales and
Marketing from February 1999 until September 1, 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) to form BTC, 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.
GERALD R. NOVOTNY, 56, has been a GameTech Vice President since
February 1999. In 1986, Mr. Novotny founded BCMC which in 1997 merged with
Opportunity Software Inc. to form 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 its Board of Directors. Mr. Novotny graduated
from the University of Nebraska in 1966 with a Bachelor of Science Degree in
Electrical Engineering.
CLARENCE H. THIESEN, 68, 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, Finance 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 Game Technology, where he specialized in
acquisitions, the installation of new accounting, budgeting and forecasting
systems and financial public relations.
3
<PAGE>
NON-DIRECTOR EXECUTIVE OFFICERS
The following persons are executive officers of the Company that are not
directors.
RICHARD H. IRVINE, 58, 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. From 1993 to 1995, Mr. Irvine 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, the world's leading manufacturer of gaming machines.
Mr. Irvine was co-founder of Aurora Productions, an independent feature film
and television production firm in Hollywood. During an eight-year tenure, 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.
JOHN J. PAULSON, 45, certified public accountant, joined GameTech in 1996 as
the controller and was promoted to Treasurer in July 1997 and Chief Financial
Officer in March 1998. Prior to his employment with GameTech, Mr. Paulson was
Chief Financial Officer at the Sycuan Gaming Center from 1991 to 1996.
Mr. Paulson has also served as a Senior Manager for the national CPA and
consulting firm of McGladrey & Pullen, LLP. certified public accountants, where
he consulted for Indian bingo halls and casinos and provided audit and
consulting services for several publicly traded corporations.
ANDREJS K. BUNKSE, 31, joined GameTech in April, 1997 as General
Counsel--Corporate Secretary. From 1995 to 1997, Mr. Bunkse was an associate at
the law firm of Mitchell, Brisso, Delaney & Vrieze in Eureka, California.
Mr. Bunkse is a graduate of Syracuse University and the Santa Clara University
of Law, is a member of the State Bar of California and the American Bar
Association, and is admitted to practice before the United States District Court
for the Southern District of California.
BOARD AND COMMITTEE MEETINGS
During the 1999 fiscal year, there were eleven meetings of the Board of
Directors. No director attended less than 75% of the Board of Directors 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, Compensation Committee and the Executive Committee are
the standing committees of the Board of Directors. During fiscal year 1999,
these committees were comprised as follows:
<TABLE>
<CAPTION>
AUDIT COMPENSATION EXECUTIVE
- --------------------------- ---------------------------- ---------------------------
<S> <C> <C>
Douglas M. Hayes (Chairman) Frederick C. Lane (Chairman) Richard T. Fedor (Chairman)
Frederick C. Lane Richard T. Fedor Douglas M. Hayes
Clarence H. Thiesen Douglas M. Hayes Gary R. Held
Gerald R. Novotny Frederick C. Lane
Gerald R. Novotny
Keith A. Novotny
Clarence H. Thiesen
</TABLE>
4
<PAGE>
The Audit Committee held one meeting during the 1999 fiscal year. The Audit
Committee is responsible for maintaining communication between the Board of
Directors, 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 meeting during the 1999 fiscal year. The
Compensation Committee makes recommendations concerning officer compensation,
employee benefit programs and retirement plans.
The Executive Committee held one meeting during the 1999 fiscal year. The
Executive Committee was created by the Board of Directors to oversee and manage
all Board of Directors issues in between all regularly scheduled meetings of the
Board of Directors.
All current committee members are expected to be nominated for re-election
at the next regularly scheduled meeting of the Board of Directors, with the
exception of Keith A. Novotny who is not standing for re-election to the Board
of Directors.
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 of Directors 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, Gerald
Novotny and Fedor. Mr. Fedor and Mr. Novotny are officers of the Company.
On February 8, 1999, the Company acquired BTC by entering into a Stock
Purchase Agreement and Escrow Agreement (collectively the Acquisition
Agreements). Pursuant to the Acquisiton Agreement, Siblings Partner's L.P., of
which Mr. Gerald R. Novotny is the General Partner and Keith A. Novotny is the
Initial Limited Partner, received 1,866,938 unregistered shares of GameTech
Common Stock, $5.9 million in cash, as well as $943,000 in unsecured promissory
notes. For further discussion see " Certain Relationships and Related
Transactions".
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the stock beneficially
owned by beneficial owners of more than 5% of the Company's outstanding Common
Stock, as of March 3, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OWNED(1)(2) OWNERSHIP
- ---------------- ---------------- ----------
<S> <C> <C>
Richard T. Fedor(a)(3)...................................... 2,982,136 25.1%
Bonnie G. Fedor(b)(3)....................................... 2,982,136 25.1%
Gary R. Held(c)(3).......................................... 573,700 5.0%
Susan E. Held(d)(3)......................................... 573,700 5.0%
CJB Family Trust(e)(3)...................................... 1,139,240 10.0%
Vern D. Blanchard(e)(f)(3).................................. 1,274,740 11.1%
Morgan Stanley Dean Witter & Co.(g)(4)...................... 731,500 6.4%
Morgan Stanley Dean Witter & Advisors Inc.(g)(h)(5)......... 731,500 6.4%
Massachusetts Financial Services Company(i)(6).............. 565,000 5.0%
Siblings Partners, L.P.(j)(7)............................... 1,866,938 16.4%
Gerald R. Novotny(j)(8)..................................... 1,866,938 16.4%
</TABLE>
- --------------------------
(a) Includes (i) 492,000 shares of Common Stock issuable upon the exercise of
stock options and (ii) 575,900 shares owned of record by Mr. Fedor's wife
and minor children of which Mr. Fedor disclaims beneficial ownership of
125,900 shares of Common Stock owned by Mrs. Fedor and has shared
dispositive power with Mrs. Fedor for the 450,000 shares held by their minor
children. Mr. Fedor is the husband of Bonnie G. Fedor.
(b) Mrs. Fedor is the wife of Richard T. Fedor.
(c) Includes (i) 44,091 shares of Common Stock issuable upon the exercise of
stock options and (ii) 145,400 shares owned of record by Mr. Held's wife of
which Mr. Held disclaims beneficial ownership. Mr. Held is the husband of
Susan E. Held.
(d) Mrs. Held is the wife of Gary R. Held.
(e) Vern D. Blanchard is the sole trustee of the CJB Family Trust and has sole
voting power and investment power with the respect to the Common Stock held
by the trust.
(f) Includes (i) 1,139,240 shares owned of record by the CJB Family Trust,
(ii) 135,000 shares of Common Stock issuable upon the exercise of stock
options and (iii) 500 shares owned of record by Mr. Blanchard individually.
(g) Per Form SC 13G filed on February 4, 2000.
(h) Morgan Stanley Dean Witter & Advisors Inc. is a wholly owned subsidiary of
Morgan Stanley Dean Witter & Co.
(i) Per Form SC 13G filed on February 8, 2000.
(j) 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) Except as indicated, and subject to community property laws when applicable,
the persons named in the table above have sole voting power and investment
power with respect to all shares of Common Stock shown as beneficially owned
by them.
(2) Includes shares of Common Stock issuable to the identified person pursuant
to stock options or warrants that may be exercised within 60 days after
March 3, 2000. In calculating the percentage of ownership, such shares are
deemed to be outstanding for the purpose of computing the percentage of
shares of Common Stock owned by such person, but not deemed to be
outstanding for the purpose of computing the percentage of shares of Common
Stock owned by any other stockholders.
(3) The address for each person, trust or trustee is c/o the Company, 2209 W.
1st Street, Suite 113, Tempe, AZ 85281.
(4) The address for Morgan Stanley Dean Witter & Co. is 1585 Broadway, New York,
NY 10036.
(5) The address for Morgan Stanley Dean Witter Advisors Inc. is Two World Trade
Center, New York, NY 10048.
(6) The address for Massachusetts Financial Services is 500 Boylston Street,
Boston, MA 02116.
(7) The address for Siblings Partners, L.P. is 295 Highway 50, Suite 20,
Stateline, NV 89449.
(8) The address for Mr. Gerald Novotny is 295 Highway 50, Suite 20, Stateline,
NV. 89449.
6
<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 3, 2000, 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.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1)(2) OWNERSHIP
- ---- ------------------------ ----------
<S> <C> <C>
Richard T. Fedor(a)......................................... 2,982,136 25.1%
Gary R. Held(b)............................................. 573,700 5.0%
Clarence H. Thiesen(c)...................................... 448,000 3.9%
Todd S. Myhre(d)............................................ 291,618 2.6%
Frederick C. Lane(e)........................................ 31,500 *
Douglas M. Hayes(f)......................................... 50,667 *
Gerald R. Novotny(g)........................................ 1,866,938 16.4%
Keith A. Novotny............................................ 81,000 *
John A. Larsen(i)........................................... 0 0
Richard H. Irvine(h)........................................ 172,620 1.5%
John J. Paulson(i).......................................... 61,200 *
All directors and executive officers as a group (12
persons).................................................. 6,585,129 54.3%
</TABLE>
- ------------------------
* Less than 1%
(a) Includes (i) 492,200 shares of Common Stock issuable upon the exercise of
stock options and (ii) 575,900 shares owned of record by Mr. Fedor's wife
and minor children of which Mr. Fedor disclaims beneficial ownership of
125,900 shares of Common Stock owned by Mrs. Fedor and has shared
dispositive power with Mrs. Fedor for the 450,000 shares held by their minor
children.
(b) Includes (i) 44,091 shares of Common Stock issuable upon the exercise of
stock options and (ii) 145,400 shares owned of record by Mr. Held's wife of
which Mr. Held disclaims beneficial ownership.
(c) Includes 110,000 shares owned of record by Mr. Thiesen's wife of which
Mr. Thiesen disclaims beneficial ownership.
(d) Includes 283,285 shares of Common Stock issuable upon the exercise of stock
options.
(e) Includes 4,000 shares of Common Stock issuable upon the exercise of stock
options.
(f) Includes 4,000 shares of Common Stock issuable upon the exercise of stock
options.
(g) 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.
(h) Includes (i) 143,750 shares of Common Stock issuable upon the exercise of
stock options and (ii) 3,870 shares owned of record by Mr. Irvine's wife of
which Mr. Irvine disclaims beneficial ownership.
(i) Includes 53,000 shares of Common Stock issuable upon the exercise of stock
options.
(1) Except as indicated, and subject to community property laws when applicable,
the persons named in the table above have sole voting power and investment
power with respect to all shares of Common Stock shown as beneficially owned
by them.
(2) Includes shares of Common Stock issuable to the identified person pursuant
to stock options or warrants that may be exercised within 60 days after
March 3, 2000. In calculating the percentage of ownership, such shares are
deemed to be outstanding for the purpose of computing the percentage of
shares of Common Stock owned by such person, but not deemed to be
outstanding for the purpose of computing the percentage of shares of Common
Stock owned by any other stockholders.
7
<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
industries 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 years ended
October 31, 1998 and 1999.
The calculation cumulative stockholder return on the Company's Common Stock
does not include reinvestment of dividends because the Company did not pay
dividends during the measurement period. The performance shown is not
necessarily indicative of future performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
GAMETECH INTERNATIONAL, INC. GAMING ACTIVITIES INDUSTRIES AVERAGE NASDAQ COMPOSITE
<S> <C> <C> <C>
11/97 $100 $100 $100
10/98 $22 $81 $111
10/99 $33 $76 $176
</TABLE>
<TABLE>
<CAPTION>
11/97 10/98 10/99
-------- -------- --------
<S> <C> <C> <C>
GameTech International, Inc............................. $100 $ 22 $ 33
Gaming Activities Industries Average.................... $100 $ 81 $ 76
Nasdaq Composite........................................ $100 $111 $176
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors,
officers, and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the SEC. Directors, officers, and greater than 10% stockholders
are required by the SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based on its review of such forms received by it during the fiscal year
ended October 31, 1999 and written representation that no other reports were
required, the Company believes that each person who at anytime during such
fiscal year was a director, officer, or beneficial owner of more than 10% of the
Company's Common Stock complied with all Section 16(a) filing requirements
during such fiscal year except that (i) Vern D. Blanchard filed a late report on
Form 4 covering the acquisition of 5,100 shares of Common Stock and
(ii) Douglas M. Hayes, Frederick C. Lane and Clarence H. Thiesen each filed a
late report on Form 5 reporting the grant of stock options under the Company's
Incentive Stock Option plan totaling an aggregate of 5,000 shares.
8
<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,
1999, 1998 and 1997 of all persons who served as the Company's Chief Executive
Officer, and the other four most highly compensated executive officers of the
Company who received annual compensation exceeding $100,000 during such periods
(the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- -------------
SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) OPTION(#)(2) COMPENSATION($)
------------------ -------- --------- -------- ------------------ ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Fedor(3)........... 1999 208,417 90,000
Chairman and Chief 1998 200,500 0 0 0 0
Executive Officer 1997 190,500 25,000 0 492,000 0
Todd S. Myhre(4).............. 1999 148,813 0 0 0 100,000(5)
Chief Executive Officer 1998 114,500 0 0 600,000 0
1997 n/a n/a n/a n/a n/a
Gary R. Held.................. 1999 147,667 45,000 0 0 0
Vice President of Business
and 1998 138,000 0 0 0 0
Marketing 1997 156,781 25,000 0 135,000 0
Richard H. Irvine(6).......... 1999 127,500 45,000 0 425,000 0
Chief Operating Officer 1998 n/a n/a n/a n/a n/a
1997 n/a n/a n/a n/a n/a
John J. Paulson............... 1999 111,083 25,000 0 0 0
Chief Financial Officer 1998 90,000 0 0 0
1997 80,000 15,000 0 53,000 0
Keith A. Novotny(7)........... 1999 103,125 0 0 0 0
Vice President of Business 1998 n/a n/a n/a n/a n/a
Development 1997 n/a n/a n/a n/a n/a
</TABLE>
- ------------------------------
(1) Other annual compensation did not exceed the lesser of $50,000 or 10% of the
total salary and bonus for any of the Named Executive Officer.
(2) Reflects options granted to the individual during the respective fiscal
year.
(3) Richard T. Fedor was Chief Executive Officer until 2/8/99 and resumed the
position effective August 1, 1999.
(4) Todd S. Myhre became Chief Executive Officer and director on February 8,
1998 and resigned effective August 1, 1999.
(5) Consulting Agreement payments. See Employment Contracts and Severance
Agreements for further details.
(6) Richard H. Irvine became Chief Operating Officer effective February 15,
1999.
(7) Keith A. Novotny became Vice President of Business Development effective
February 8, 1999 and resigned as an executive on February 8, 2000.
9
<PAGE>
OPTION GRANTS
The following table shows the stock options granted to the named executive
officers during fiscal year 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------- POTENTIAL REALIZED VALUE AT
NUMBER OF % OF TOTAL 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................. 0 0 n/a n/a n/a n/a
Gary R. Held.................. 0 0 n/a n/a n/a n/a
John J. Paulson............... 0 0 n/a n/a n/a n/a
Rich Irvine(1)................ 425,000 50.2% $2.88 1-21-09 $769,230 $1,950,750
Keith A. Novotny.............. 0 0 n/a n/a n/a n/a
</TABLE>
- ------------------------
(1) Represents options granted pursuant to Mr. Irvine's employment offer. Of the
total grant, 50,000 shares vested immediately upon his employment, with the
balance vesting in four (4) equal annual installments beginning on his first
anniversary date.
OPTION EXERCISES
The following table shows the stock options exercised by the Named Executive
Officers during fiscal year 1999 and the value of stock options held by him, as
of the end of fiscal year 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT OCTOBER 31, 1999 AT OCTOBER 31, 1999(1)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISEABLE EXERCISABLE UNEXERCISEABLE
- ---- ----------- -------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Richard T. Fedor........ 0 0 492,000 0 $1,282,409 0
Todd S. Myhre........... 0 0 283,285 0 n/a n/a
John Paulson............ 0 0 35,333 17,667 $ 92,749 $ 46,376
Rich Irvine............. 0 0 50,000 375,000 $ 37,250 $279,375
Gary R. Held............ 90,909 $257,954 44,091 0 $ 115,739 0
Keith A. Novotny........ 0 0 0 0 0 0
</TABLE>
- ------------------------
(1) Values calculated based on $3.63, which was the closing price of the Common
Stock as quoted on the Nasdaq Market on October 29, 1999, multiplied by the
applicable number of shares in the money, less the total exercise price.
10
<PAGE>
EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS
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 $225,000 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 was automatically renewed on
October 1, 1999. Unless his employment is terminated pursuant to the employment
contract the term of Mr. Fedor's contract is automatically renewable. 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. Mr. Held
currently serves as Vice President - Business Development and Marketing. His
annual salary is $ 155,000 and may be increased, but not decreased, at the
discretion of the 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 was automatically
renewed on October 1, 1999. Unless his employment is terminated pursuant to the
employment contract the term of Mr. Held's contract is automatically renewable.
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.
Keith A. Novotny entered into an employment agreement on February 8, 1999 to
serve as a Senior Executive for the Company. Mr. Novotny resigned as an
executive effective February 8, 2000. His annual salary was $150,000. Mr.
Novotny 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.
Richard H. Irvine entered into an employment agreement on February 16, 1999
to serve as Chief Operating Officer of the Company. His annual salary is
$190,000 and may be increased, but not decreased, at the discretion of the 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.
11
<PAGE>
The agreement also provides that Mr. Irvine is entitled to participate in any
long-term incentive plan for Company executives.
John J. Paulson entered into an amended employment agreement on October 1,
1997 to serve as Treasurer of the Company. Mr. Paulson currently serves as Chief
Financial Officer. His annual salary is $130,000 and may be increased, but not
decreased, at the discretion of the Board of Directors. Mr. Paulson may be
awarded an annual bonus at the discretion of the Board of Directors as described
below. Mr. Paulson's employment agreement is for a term of two years, which term
was automatically renewed on October 1, 1999. Unless his employment is
terminated pursuant to the employment contract the term of Mr. Paulson's
contract is automatically renewable. If Mr. Paulson'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. Paulson's agreement will automatically extend for two years
following the effective date of the change of control. Mr. Paulson's agreement
is terminable by the Company for cause. The agreement provides that Mr. Paulson
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. Paulson is entitled to participate in any
long-term incentive plan for Company executives.
Todd S. Myhre resigned as Chief Executive Officer and director on August 1,
1999, See below for a discussion of Mr. Myhre's consulting agreement. Conrad J.
Granito, Jr. resigned as President and Chief Operating Officer on January 31,
1999. See below for a discussion of Mr. Granito's severance agreement. John A.
Larsen's employment as an Executive Vice President of Sales and Marketing was
terminated by Resolution of the Board on September 1, 1999. See below for a
discussion of Mr. Larsen's termination. Keith A. Novotny resigned as Vice
President of Business Development effective February 8, 2000.
Mr. Myhre, GameTech's former Chief Executive Officer and a director, entered
into a consulting agreement upon his resignation on August 1, 1999. His
consulting agreement provided that he was to be engaged by the Company as a
consultant until March 15, 2000. The consulting agreement further provided that
he was to be paid an aggregate of $200,000 in four equal payments ending on
March 15, 2000. In addition, the consulting agreement provides that Mr. Myhre
may exercise 283,285 shares of vested Common Stock options on or before August
1, 2002.
Mr. Granito, GameTech's former President and Chief Operating Officer;
entered into a severance agreement effective upon his resignation on January 31,
1999. His severance agreement provided that he was to be paid an aggregate of
$80,000 in eight equal payments ending October 31, 1999.
Mr. Larsen, GameTech's former Executive Vice President of Sales and
Marketing and a current director, was terminated by Resolution of the Board of
Directors effective September 1, 1999. Mr. Larsen has elected, pursuant to his
February 8, 1999 employment agreement, to dispute his termination. Should the
parties fail to resolve this dispute, the dispute is ultimately subject to
arbitration. Mr. Larsen seeks, pursuant to his employment agreement, a lump sum
payment of $150,000 plus vesting of certain options of the Company's Common
Stock, and certain insurance benefits. The prevailing party in the arbitration
is entitled to recover reasonable attorney's fees.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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.
12
<PAGE>
The Compensation Committee of the Company's Board of Directors (the
"Committee"), which consists of two inside directors and two independent,
outside directors, establishes the general compensation policies of the Company
and makes 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 stockholder value.
The Company's executive compensation package consists of three main components:
(1) base salary, (2) bonus and (3) stock options under the Company's 1997
Amended and Restated Incentive Stock Option Plan.
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 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 Chief Executive Officer and
sales and marketing personnel.
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
stockholders 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.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Fedor has served as an officer and director of the Company since its
inception in 1994 and currently serves as its Chairman and Chief Executive
Officer. In determining Mr. Fedor's compensation, the Committee considered Mr.
Fedor's performance in managing the Company through a difficult period, his
reinstatement as Chief Executive Officer on August 1, 1999, and the outstanding
results achieved in fiscal 1999. The Committee set Mr. Fedor's base salary for
the period November 1, 1998 to October 31, 1999 at $208,417, an increase from
the $200,500 base salary in the previous year. Mr. Fedor's bonus was $90,000.
Mr. Myhre was Chief Executive Officer during the first three quarters of
fiscal year 1999 until his resignation on August 1, 1999. During this period Mr.
Myhre was paid $148,813 in base salary. For a discussion of Mr. Myhre's
compensation after his resignation see "Employment Contracts and Severance
Agreements."
13
<PAGE>
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code, enacted in 1993 and effective
in 1994, generally disallows a tax deduction to public companies for
compensation in excess of $1 million paid to each of the corporation's chief
executive officer and four other most highly compensated executive officers.
Qualifying performance-based compensation is not subject to the deduction limit
if certain requirements are met.
The Company currently intends to structure the performance-based portion of
the compensation of its executive officers in a manner that complies with
Section 162(m).
Compensation Committee
Frederick C. Lane (Chairman)
Richard T. Fedor
Douglas M. Hayes
Gerald R. Novotny
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 8, 1999, the Company acquired BTC by entering into a Stock
Purchase Agreement and Escrow Agreement (collectively the "Acquisition
Agreements") with BTC and its stockholders: John A. Larsen, Keith A. Novotny and
Gerald R. Novotny (the "Shareholders"). The consideration paid by the Company in
connection with the Acquisition was as follows: Siblings Partner's L.P., of
which Gerald R. Novotny is the General Partner and Keith A. Novotny is the
Initial Limited Partner, received 1,866,938 unregistered shares of GameTech
Common Stock, $5.9 million in cash, as well as $943,000 in unsecured promissory
notes; Mr. Larsen individually received $2.9 million in cash and $3.7 million in
unsecured promissory notes.
In connection with the Acquisition, the parties entered into certain
ancillary documents, including, without limitation, executive employment
agreements and non-competition agreements with Gerald Novotny, Keith Novotny and
John Larsen, the Chairman and Chief Executive Officer, Chief Operating Officer
and President, respectively, of Bingo Technologies. Gerald Novotny, Keith
Novotny and John Larsen also joined the Board of Directors of GameTech.
On February 4, 2000, the Company delivered notice that it has certain claims
for indemnification against BTC for breaches of representations and warranties
arising from the acquisition. The Company estimates that its claims exceed the
escrow fund and it has requested that no escrow funds be released pending a
final determination of its claims. The escrow fund consists of 373,387 shares of
the Company's common stock and cash totaling $1,952,211. BTC delivered its
objections to the escrow on February 24, 2000 objecting to all of the Company's
indemnification claims. The parties must make a good faith effort to reach
agreements upon the rights of the parties with respect to each claim. If the
parties cannot reach agreement, the dispute is ultimately subject to
arbitration.
OTHER MATTERS
INDEPENDENT AUDITORS
Ernst & Young LLP were the Company's independent auditors for the fiscal
year ended October 31, 1999. 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. The Company's
independent auditors for the upcoming year will be selected at the next
regularly scheduled meeting of the Board of Directors.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended October 31, 1999,
is enclosed herewith and contains financial and other information about the
activities of the Company but is not incorporated
14
<PAGE>
into this Proxy Statement and is not to be considered part of these proxy
soliciting materials. The information contained in the "Report of the
Compensation Committee of the Board of Directors" and "Company Performance
Graph" contained herein shall be deemed "filed" with the Securities and Exchange
Commission (SEC) or subject to Regulations 14A or 14C or the liabilities of
Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act").
The Company will provide, without charge to each stockholder of record, as
of the Record Date, a copy of the Company's annual report on Form 10-K for the
year ended October 31, 1999 as filed with the SEC. Any exhibits listed in the
Form 10-K report also will be furnished upon request at the actual expense
incurred by the Company in furnishing such exhibit. Any such requests should be
directed to the Company's Secretary at the Company's executive offices set forth
in this Proxy Statement.
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 stockholder 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.
15
<PAGE>
STOCKHOLDERS 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 2001, must present any
proposal to the Company's Secretary, at the Company's offices, no later than
November 14, 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 stockholder proposal is introduced at the 2001
Annual Meeting of Stockholders without any discussion of the proposal in the
Company's proxy statement, and the stockholder does not notify the Company on or
before January 28, 2001, as required by SEC Rule 14(a)-4(c)(1), of the intent to
raise such proposal at the Annual Meeting of Stockholders, then proxies received
by the Company for the 2001 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
March 13, 2000
16
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GAMETECH INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 4, 2000
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 March 13, 2000, and hereby
appoints Andrejs K. Bunkse and Richard T. Fedor, 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 4, 2000 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, 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>
Back of card
Please mark
votes as /X/
in example
FOR WITHHOLD
1. ELECTION OF DIRECTORS: / / / /
Nominees:
Class I -- Term Expiring in 2003
Clarence H. Thiesen
Douglas M. Hayes
_______________________________________________________________
To withhold vote for a specific nominee, please list name above
A for vote is assumed to be for all nominees unless noted above
/ / MARK HERE FOR ADDRESS
CHANGE 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 ______________, 2000
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 -
