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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 9, 1998
Alliance Gaming Corporation
(Exact Name of Registrant as Specified in Charter)
Nevada 0-4281 88-0104066
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
6601 South Bermuda Road, Las Vegas, Nevada 89119
(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code (702) 896-7700
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On February 11, 1998, the Board of Directors of Alliance Gaming
Corporation (the "Company") declared a dividend of one special share purchase
right (a "Right") for each outstanding share of common stock, par value $.10 per
share (the "Common Shares"), of the Company. The dividend is payable on March
12, 1998 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series F Special Stock, par value $.10 per share
(the "Series F Special Shares"), of the Company at a price of $25.00 per one
one-hundredth of a Series F Special Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of March 9, 1998 (the "Rights Agreement") between the Company
and American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 10% (which percentage may be reduced pursuant
to the Rights Agreement) or more of the outstanding Common Shares or 15% or more
of the Common Shares of the Company then outstanding if the Acquiring Person is
an institutional investor permitted under Nevada gaming regulatory restrictions
to acquire up to 15% of the Common Shares without regulatory approval (such 10%
or 15% amount being referred to as the "Threshold Amount") of the Company (an
"Acquiring Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of the Threshold Amount (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of this Summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new
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issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 12, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Series F Special Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series F Special Shares, (ii) upon the grant to holders of the Series F Special
Shares of certain rights or warrants to subscribe for or purchase Series F
Special Shares at a price, or securities convertible into Series F Special
Shares with a conversion price, less than the then-current market price of the
Series F Special Shares or (iii) upon the distribution to holders of the Series
F Special Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Series F Special Shares) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Series F Special Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Series F Special Shares purchasable upon exercise of the Rights will
not be redeemable. Each Series F Special Share will be entitled to an aggregate
dividend of 100 times the
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dividend declared per Common Share. In the event of liquidation, the holders of
the Series F Special Shares will be entitled to an aggregate payment of 100
times the payment made per Common Share. Except as otherwise provided by law,
holders of Series F Special Stock shall have no voting rights and their consent
shall not be required for taking any corporate action. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each Series F Special Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Series F Special Shares' dividend and
liquidation rights, the value of the one one-hundredth interest in a Series F
Special Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive (subject to adjustment) upon exercise that
number of Common Shares having a market value of two times the exercise price of
the Right. At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group, which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Series F Special Share (or of a share of a class or
series of the Company's special stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
The Rights Agreement provides that none of the Company's directors or
officers shall be deemed to beneficially own any Common Shares owned by any
other director or officer by virtue of such persons acting in their capacities
as such, including in connection with the formulation and publication of the
Board of Directors recommendation of its position, and actions taken in
furtherance thereof, with respect to an acquisition proposal relating to the
Company or a tender or exchange offer for the Common Shares.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its
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consolidated assets or earning power are sold after a person or group has become
an Acquiring Person, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Series F Special Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Series F
Special Share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Series F Special Shares on the last trading day
prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of the Threshold Amount, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.001 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time on such basis with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to (a) lower certain thresholds described above to not less than the greater of
(i) and the largest percentage of the outstanding Common Shares then known to
the Company to be beneficially owned by any person or group of affiliated or
associated persons and (ii) 10%, (b) fix a Final Expiration Date later than
March 12, 2008, (c) reduce the Redemption Price or (d) increase the Purchase
Price, except that from and after such time as any person or group of affiliated
or associated persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights (other than the
Acquiring Person and its affiliates and associates).
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
March 10, 1998. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.
As of January 30, 1998, there were 32,013,284 shares of Common Stock
issued and outstanding. As long as the Rights are attached to the Common Stock,
the Company will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached. The Company's Board of Directors has
reserved for issuance upon exercise of the Rights 350,000 Series F Special
Shares.
A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c)Exhibit No. Description
(1) Rights Agreement
(2) Form of Certificate of Designations, included in Exhibit A to
the Rights Agreement
(3) Form of Rights Certificate, included in Exhibit B to the
Rights Agreement
(4) Summary of Rights to Purchase Series F Special Stock, included
in Exhibit C to the Rights Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLIANCE GAMING CORPORATION
Date: March 10, 1998 By: /s/ Scott Schweinfurth
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Name: Scott Schweinfurth
Title: Senior Vice President,
Chief Financial Officer
& Treasurer
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EXHIBIT INDEX
Exhibit
1. Rights Agreement ("Rights Agreement") dated as of March 9, 1998 between
the Company and American Stock Transfer & Trust Company, as Rights
Agent. (Incorporated by reference to Exhibit 1 of Form 8-A filed with
the Securities and Exchange Commission on March 10, 1998.)
2. Form of Certificate of Designations with respect to Series F Special
Stock (attached as Exhibit A to the Rights Agreement). (Incorporated by
reference to Exhibit 2 of Form 8-A filed with the Securities and
Exchange Commission on March 10, 1998.)
3. Form of Right Certificate (attached as Exhibit B to the Rights
Agreement). Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until the Distribution Date (as defined
in the Rights Agreement). (Incorporated by reference to Exhibit 3 of
Form 8-A filed with the Securities and Exchange Commission on March 10,
1998.)
4. Summary of Rights to Purchase Series F Special Shares (attached as
Exhibit C to the Rights Agreement). (Incorporated by reference to
Exhibit 4 of Form 8-A filed with the Securities and Exchange Commission
on March 10, 1998.)
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