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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Alliance Gaming Corporation
(Exact name of registrant as specified in its charter)
Nevada 88-0104066
(State of incorporation (IRS Employer
or organization) Identification No.)
6601 South Bermuda Road, Las Vegas, Nevada 89119
(Address of principal executive offices) Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(b) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General pursuant to General
Instruction A(c), Instruction A(d), please
please check the following check the following box. [ ]
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Securities to be registered pursuant to Section 12(g) of the Act:
Series F Special Stock Purchase Rights
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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
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certificates issued after the Record Date upon transfer or new 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
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will be entitled to an aggregate dividend of 100 times the 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.
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In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its 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.
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 2. EXHIBITS
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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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto 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.
2. Form of Certificate of Designations with respect to Series F Special
Stock (attached as Exhibit A to the Rights Agreement).
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).
4. Summary of Rights to Series F Special Shares (attached as Exhibit C to
the Rights Agreement).
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COPY TO COME
