UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2 to Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the transition period from to
Commission File Number 0-4281
ALLIANCE GAMING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-0104066
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
4380 Boulder Highway
Las Vegas, Nevada 89121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (702) 435-4200
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes [ ] No
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $29,456,940 as of October 24, 1995.
The number of shares of Common Stock, $0.10 par value, outstanding as of October
24, 1995 according to the records of registrant's registrar and transfer
agent, was 11,654,150.
<PAGE>
GENERAL
Alliance Gaming Corporation (the "Company" or the "Registrant") hereby amends
its Annual Report on Form 10-K for the fiscal year ended June 30, 1995 by
deleting its responses to Item 11 contained
in its original filing and replacing such sections and Notes with the following:
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or to be paid by the
Company to the Company's chief executive officer and its four other most highly
compensated executive officers receiving over $100,000 per year
for services rendered in all capacities to the Company during the fiscal year
ended June 30, 1995 (the "Named Executive Officers"):
Summary Compensation Table*
<TABLE>
<CAPTION>
Fiscal Long-term
Year Annual Compensation Compensation
Name and Principal Position Ending Other Annual All Other
June 30, Salary Bonus Compensation Options Compensation
(1)
<S> <C> <C> <C> <C> <C> <C>
Steve Greathouse (2) 1995 $338,462 $1,312,500 - 500,000 $4,638
President, Chairman of the Board and 1994 - - - - -
Chief Executive Officer 1993 - - - - -
Shannon L. Bybee (3) 1995 180,577 - (4) - 13,398
Executive Vice President-Government 1994 271,154 400,000 (4) 315,000 20,588
Affairs 1993 - - - - -
John W. Alderfer 1995 228,756 - (4) 150,000 19,127
Senior Vice President, Treasurer and 1994 222,137 50,000 (4) - 19,622
Chief Financial Officer 1993 164,615 - (4) - 21,066
Robert L. Miodunski 1995 175,000 75,000 (4) - 4,816
Senior Vice President-Nevada Route 1994 47,115 15,000 (4) 85,000 807
Operations 1993 - - - - -
Robert L. Saxton 1995 175,000 35,000 (4) - 5,988
Vice President-Casino Operations 1994 123,077 15,000 (4) 110,000 5,723
1993 106,346 15,000 (4) - 7,283
</TABLE>
_______________
* As used in the tables provided under the caption "Executive Compensation,
" the character "_" is used to represent "zero."
(1) "All Other Compensation" includes (i) contributions made by the Company to
the Company's Profit Sharing 401(k) Plan in the amounts of $0, $924,
$1,744, $0 and $202, for 1995 on behalf of Mr. Greathouse, Mr. Bybee,
Mr. Alderfer, Mr. Miodunski and Mr. Saxton, respectively, payments of $0,
$3,252, $0 and $2,071 for 1994 for Mr. Bybee, Mr. Alderfer, Mr. Miodunski
and Mr. Saxton, respectively, and $2,472 and $1,850 for 1993 on behalf
of Mr. Alderfer and Mr. Saxton, respectively and (ii) payments made by
the Company in the amounts of $4,638, 12,474, $17,383, $4,816 and $5,786
for 1995 on behalf of Mr. Greathouse, Mr. Bybee, Mr. Alderfer, Mr.
Miodunski and Mr. Saxton, respectively, payments of $20,588, 16,371,
$807 and $3,652 for 1994 for Mr. Bybee, Mr. Alderfer, Mr. Miodunski and
Mr. Saxton, respectively, and $18,594 and $5,433 for 1993 on behalf of
Mr. Alderfer and Mr. Saxton, respectively, in connection with their
health, life and disability insurance.
(2) Mr. Greathouse joined the Company as President and Chief Executive Officer
in August 1994 and assumed the position of Chairman of the Board of
Directors in March 1995.
(3) Mr. Bybee joined the Company in July 1993 as President and Chief Operating
Officer. On July 15, 1994, he assumed the role of Executive Vice
President_Government Affairs.
(4) The aggregate amount of such compensation to be reported herein is less
than the lesser of either $50,000 or 10 percent of the total annual salary
and bonus reported for the named executive officer.
(5) The cash bonus attributable to fiscal 1994 was paid in the first quarter
of fiscal 1995.
(6) The cash bonus attributable to fiscal 1995 was paid in the first quarter
of fiscal 1996.
<PAGE>
Option/SAR Grants in Last Fiscal Year
The following table relates to options granted during the fiscal year ended
June 30, 1995:
<TABLE>
<CAPTION>
Potential Realizable
Value at
Individual Grants Assumed Annual Rates
% of Total of Stock
Granted Price Appreciation for
Options to Employees in Exercise Expiration Option Terms
Name Granted Fiscal Year Price Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Steve Greathouse 250,000 11.12% $5.750 7/25/04 $905,000 $2,290,000
83,333 (1) 3.71% 1.500 _ _ 1,279,995
83,333 (1) 3.71% 1.500 _ _ 1,279,995
83,334 (1) 3.71% 1.500 _ _ 1,280,010
Shannon L. Bybee _ _ _ _ _ _
John W. Alderfer 150,000 6.67% 5.875 2/22/03 554,250 1,404,750
Robert L. Miodunski _ _ _ _ _ _
Robert L. Saxton _ _ _ _ _ _
</TABLE>
(1) Grant of warrants to purchase up to 250,000 shares of Common Stock which
vest one year after the grant date and in three equal tranches when the
market price of the Common Stock reaches $11, $13 and $15 per share,
respectively.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
The following table relates to options exercised during the fiscal year ended
June 30, 1995 and options outstanding at June 30, 1995:
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares June 30, 1995 June 30, 1995
Acquired on Value Exercisable Unexercisable Exercisable Unexercisable
Name Exercise Realized
<S> <C> <C> <C> <C> <C> <C>
Steve Greathouse _ _ _ 500,000 _ $3,031,250
Shannon L. Bybee _ _ 105,000 210,000 _ _
John W. Alderfer _ _ 87,000 150,000 $527,438 909,375
Robert L.Miodunski _ _ 17,000 68,000 _ _
Robert L. Saxton 6,000 34,050 46,000 92,000 278,875 557,750
</TABLE>
Director's Compensation
Directors of the Company who are also employees are not separately compensated
for their services as directors. Fee arrangements with other Directors of the
Company are presently as follows: (i) Mr. Kirschbaum, $250,000 per year for all
services as a Director and member of the Nominating Committee; (ii) Dr. Fields,
$250,000 per year for all services as Vice Chairman of the Board and Chairman of
the Executive Committee; (iii) Mr. Wilms, $150,000 per year for all services as
a Director and member of various committees; and (iv) Mr. Robbins, $35,000 per
year for all services as a Director and member of various committees. Directors
are also reimbursed for their reasonable out-of-pocket expenses incurred on
Company business. From time to time in the past, directors have also been
provided with stock options.
Cash compensation arrangements with Advisors are presently as follows: (i) Dr.
Scheinman, an aggregate of $140,000 per year for all services as an Advisor
and a consultant; and (ii) Mr. Sosin, $45,000 per year. In addition, Dr.
Scheinman holds currently exercisable options to purchase an aggregate of 36,111
shares of Common Stock at a weighted average exercise price of $6.46 per share
and Mr. Sosin holds currently exercisable options to purchase an aggregate of
45,000 shares of Common Stock at a weighted average exercise price of $4.54 per
share. See "Certain Transactions."
Employment and Severance Arrangements
The Company has agreed to employ Mr. Greathouse for a term of three years at a
base salary of $400,000, plus a bonus to be determined by the Board of
Directors. In addition, Mr. Greathouse received (i) 250,000 shares of Common
Stock, (ii) warrants to purchase 250,000 shares of Common Stock on terms
substantially similar to the warrants issued to GSA in September 1993
("Incentive Warrants"), which Incentive Warrants became exercisable
in August 1995, and (iii) options to purchase 250,000 shares of Common Stock at
$5.75 per share pursuant to the Company's 1991 Stock Option Plan ("Employee
Options"), which Employee Options will vest ratably over a three-year period.
The terms of the Incentive Options may be changed, and the exercisability of the
Incentive Warrants and the Employee Options may be accelerated, under certain
circumstances. The arrangement with Mr. Greathouse will entitle him to receive
coverage under Company welfare plans and the reimbursement of certain expenses.
The Company is party to an Amended Executive Severance Agreement with Shannon L.
Bybee (the "Severance Agreement"). The Severance Agreement provides, among
other things, that Mr. Bybee is entitled to be retained by the Company for a
three-year period from the time of Mr. Greathouse's election as President in
August 1994 for an annual fee of $150,000 per year. In addition, Mr. Bybee
received options to purchase 315,000 shares of Common Stock at an exercise
price of $7.625 per share, vesting annually over a three-year period
commencing July 26, 1994 with an expiration date of July 26, 2003. Mr. Bybee
currently holds the positions of Executive Vice President - Government Affairs
and Special Advisor to the Board of Directors.
The Company is party to an Employment Agreement, dated February 23, 1993, with
Mr. Alderfer. Such Employment Agreement generally provides for the
preservation of Mr. Alderfer's employment for a period of three
years following certain changes in control of the Company. During each year in
this three-year period, Mr. Alderfer, unless he is terminated by the Company
"for cause" (as defined), or resigns for other than "good reason"
(as defined,) will be entitled to receive (i) an annual salary not less than his
then current annual salary, (ii) a bonus no less than the lesser of (a) the
bonus, if any, specified for him in the Company's incentive compensation program
for fiscal 1995 or (b) the average of the bonuses paid to him for the three
immediately preceding years and (iii) continuation of benefits under any
employee benefit plan or bonus plan which the Company provides for its
employees. In addition, Mr. Alderfer's Employment Agreement provides that in
the event he is terminated by the Company other than "for cause" or resigns
from the Company for "good reason," all options to purchase Common
Stock held by him will immediately vest. In May 1994, Mr. Alderfer's Employment
Agreement was amended to provide for a specified additional bonus and for the
calculation of future year increases in base compensation.
The Company is party to an Employment Agreement with Mr. Miodunski which
generally provides for a base salary of $175,000 per year, participation in
the Company's compensation programs for corporate officers, receipt of 85,000
stock options under the 1991 Plan to vest over a five year period, and severance
benefits of one years' base salary if Mr. Miodunski is terminated prior to
March 1998 without cause.
The Company is party to an Employment Agreement with Ms. McIlwain which
generally provides for a two-year term from June 1, 1994 at a base salary of
$130,000 per year, participation in the Company's compensation programs for
corporate officers, receipt of 60,000 stock options under the 1991 Plan to vest
over a five-year period, and severance benefits of one years' base salary if
Ms. McIlwain is terminated without cause.
Compensation Committee Interlocks and Insider Participation
During the year ended June 30, 1995, the Compensation Committee of the Board of
Directors of the Company met one time. The Compensation Committee is currently
comprised of Mr. Wilms and Mr. Robbins. During such fiscal year, the entire
Board of Directors generally participated in deliberations concerning the
compensation of the Company's executive officers. Mr. Wilms served as the
Company's Chief Executive Officer from December 1984 to July 1994. Dr.
Scheinman served as the Company's Chief Operating Officer from January
1988 to September 1990 and as President of the Company from December 1988 to
September 1990. Other than current positions disclosed in the previous tables,
no other member of the Company's Board of Directors was an officer or employee
of the Company or any subsidiary during the fiscal year ended June 30, 1995 or
is a former officer of the Company or any subsidiary.
Since July 1, 1994, certain directors have been involved in certain transactions
in which the Company was a party and in which the amount involved exceeded
$60,000. See "Certain Transactions."
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALLIANCE GAMING CORPORATION
Date: October 26, 1995 By /s/ John W. Alderfer
Name: John W. Alderfer
Title: Senior Vice President, Treasurer
and Chief Financial Officer
