SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
NEVADA GOLD & CASINOS, INC.
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
NEVADA GOLD & CASINOS, INC.
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056
---------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MONDAY, FEBRUARY 9, 1998 AT 2:30 P.M.
AT THE CROWNE PLAZA HOTEL
2222 WEST LOOP SOUTH
HOUSTON, TEXAS 77027
To the Stockholders of Nevada Gold & Casinos, Inc.:
The Annual Meeting of Stockholders of Nevada Gold & Casinos, Inc., will be
held for the following purposes:
1. To elect four Directors to serve until the next annual meeting of
stockholders or until their successors have been elected and qualified.
2. To ratify the selection of Pannell Kerr Forster of Texas, P.C., as
auditors-of-record for the 1997 fiscal year, ending March 31, 1998.
3. For approval of Amendments to the Articles of Incorporation of the Company
relating to a reverse stock split, change in authorized shares, and the
issuance of preferred stock.
4. To transact such other business as may properly come before the meeting, or
any adjournment or adjournments, thereof.
Stockholders-of-record at the close of business on December 10, 1997, will
be entitled to notice of, and to vote at, this meeting.
You are cordially invited to attend this meeting; however, whether or not
you expect to attend the meeting, to assure your shares are represented at the
meeting, please date, execute, and mail promptly the enclosed proxy in the
enclosed envelope.
By the order of the Board of Directors.
/s/ DAVID K. MCCALEB
David K. McCaleb
Secretary
Houston, Texas
January 9, 1998
THIS PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.
<PAGE>
NEVADA GOLD & CASINOS, INC.
3040 POST OAK BLVD., SUITE 675
HOUSTON, TEXAS 77056
(713) 621-2245
(PRINCIPAL EXECUTIVE OFFICE)
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement which is first being mailed to stockholders on or
about Friday, January 9, 1998, is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors of Nevada Gold & Casinos,
Inc. (the "Company"), for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held at the Crowne Plaza Hotel, 2222 West
Loop South, Houston, Texas 77027, telephone number (713) 961-7272, on Monday,
February 9, 1998, at 2:30 P.M., Local Time, and at any and all adjournments
thereof, for the purpose of considering and voting upon the matters set forth in
the accompanying Notice of Annual Meeting of Stockholders.
Any person giving a proxy pursuant to this Proxy Statement may revoke it
at any time before it is exercised at the Annual Meeting by notifying, in
writing, the Secretary of the Company, 3040 Post Oak Boulevard, Suite 675,
Houston, Texas, 77056, prior to the Annual Meeting date. In addition, if the
person executing the proxy is present at the Annual Meeting, he may, but need
not, revoke the proxy, by notice of such revocation to the Secretary of the
Annual Meeting, and vote his shares in person. Proxies in the form enclosed, if
duly signed and received in time for voting, and not so revoked, will be voted
at the Annual Meeting in accordance with the instructions specified herein.
Where no choice is specified, proxies will be voted FOR the matters specified in
the Notice of Annual Meeting of Stockholders. Abstentions and broker non-votes
will not be counted as votes either in favor of, or against, the matter, with
respect to which the abstention or broker no-vote relates; however, with respect
to any proposal other than the election of Directors, abstentions and broker
non-votes would have the effect of a vote against the proposal.
Only stockholders-of-record at the close of business on Wednesday,
December 10, 1997, will be entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof. Each share of common stock issued and
outstanding on such record date is entitled to one vote. As of December 10,
1997, the Company had outstanding 8,509,236 shares of common stock.
COST OF SOLICITATION
THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF MANAGEMENT AND THE BOARD OF
DIRECTORS OF THE COMPANY. The cost of soliciting proxies on the accompanying
form will be paid by the Company. The Company will reimburse brokers, dealers,
banks, and trustees, or their nominees, for reasonable expenses incurred by them
in forwarding proxy material to beneficial owners of shares of the Common Stock.
Management will respond to stockholders' questions at the Annual Meeting.
ANNUAL REPORT
The Company will provide, without charge, a copy of its Annual Report on
Form 10-K upon written request to Stockholder Relations, at 3040 Post Oak Blvd.,
Suite 675, Houston, Texas, 77056. The Company will provide exhibits to its
Annual Report on Form 10-K upon payment of the reasonable expenses incurred by
the Company in furnishing such exhibits.
ITEM 1
ELECTION OF DIRECTORS
Pursuant to the by-laws of the Company, the Board of Directors has set the
number of Directors for the ensuing year at four, all of whom are proposed to be
elected at the Annual Meeting. In the event any nominee is unable to serve as a
Director at the time of the meeting, the persons named as proxies therein will
have discretionary authority to vote the proxies for the election of such person
or persons as may be nominated in substitution by the present Board of
Directors. Management knows of no current circumstances which would render any
nominee named herein unable to accept nomination or election. Directors shall be
elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of Directors, at a meeting of stockholders at which a
quorum is present.
<PAGE>
Members of the Board of Directors are elected annually to serve until the
next annual meeting of stockholders and until their successors are elected and
qualified. Each Director has agreed to serve if elected.
H. THOMAS WINN, 57. Mr. Winn has been the Chairman, CEO, and President of Nevada
Gold & Casinos, Inc. since January, 1994. He has also been a Director since
1994. As President of Aaminex Capital Corporation, he was responsible for the
merger of the Colorado property into Pacific Gold Corporation (now Nevada Gold &
Casinos, Inc.). Mr. Winn has served as Chairman of Aaminex Capital Corporation
since 1983, and as President and CEO all but two of these years. Aaminex Capital
Corporation is a financial consulting and venture capital firm, involved in real
estate, mining, and environmental activities. Mr. Winn has formed numerous
investment limited partnerships and capital formation ventures which range from
motion pictures to commercial real estate and mining projects.
PAUL J. BURKETT, 76. Mr. Burkett was Past-President of the Company for three
years prior to the name change and was instrumental in the acquisiton of the
Colorado properties. He is now a Director and Vice-President of the Company. Mr.
Burkett has been involved in the mining industry for over 40 years. He has also
served on the Board of Directors of Aaminex Capital Corporation for 13 years.
His business for the past five years has concentrated on independent mining and
real estate ventures.
WILLIAM G. JAYROE, 41. Mr. Jayroe has nearly two decades of technology
development, sales, and management expertise in the petrochemical field. He
began his career with a "Fortune 500" global oilfield service company and left
to begin his own company, Turbeco, Inc., which was acquired by Flotek
Industries, Inc. in late 1993. Mr. Jayroe is currently President and CEO of
Flotek Industries, Inc. (a public company), which is the parent corporation of
USA Petrovalve, Inc. and Turbeco, Inc.
HUBERT T. WEN, 39. Mr. Wen is President of Tempest, Inc., an apartment investor,
based in Houston, Texas, and is currently an associate with the Grubb & Ellis
Company. Mr. Wen has extensive and diverse experience in the real estate
industry, ranging from residential property investment and development to
high-rise Class A commercial office building management and leasing. Mr. Wen
received a Bachelor of Science degree in Business, Economics, and Mathematics
from Carnegie-Mellon University.
DIRECTORS COMPENSATION. Non-employee Directors of the Company receive $500.00
per Board Meeting attended and are reimbursed for reasonable travel expenses.
Non-employee Directors of the Company receive $250.00 for attending Committee
Meetings. Directors who are also employees of the Company do not receive
separate compensation for their services as a Director.
Six Director's meetings were held during the last fiscal year and each
Director attended at least 75% of meetings, either in person for by telephone
conference calls.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees listed above.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME AGE CAPACITY
--------------------------------------------------------
H. Thomas Winn (1) 57 President
Paul J. Burkett (1) 76 Vice-President
David K. McCaleb 35 Secretary
Elizabeth A. Woods 49 Treasurer/CFO
(1) Biographical information, with respect to this Officer, was previously
described in Item 1.
ELIZABETH A. WOODS (age 49). Mrs. Woods joined the company as Treasurer/CFO in
November 1996 and was previously with Post Oak Bank in Houston for 13 years,
where she served as Senior Vice President and Controller.
<PAGE>
DAVID K. MCCALEB (age 35). Mr. McCaleb is Secretary of the Company and served as
Treasurer from 1994 until November 1996. He operated McCaleb & Associates, a
Houston-based accounting and consulting firm. Mr. McCaleb spent five years in
the banking industry. He received a Bachelor of Science degree in Finance from
the University of Houston, 1992. Mr. Winn is the father-in-law of Mr. McCaleb.
There is no other family relationship between any present Executive Officers,
Directors, and Director Nominees.
REPORTS
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and has established a
compliance program with respect to the reporting obligations of the Company's
officers, directors, and holders of 10% or more of the Company's equity
securities (collectively hereinafter referred to as "Reporting Persons") under
the Exchange Act. To date, such Reporting Persons have filed the appropriate
Form 5s, which will include transactions and/or events that otherwise should
have been reported on previous Forms 3 and 4. The Reporting Persons who did not
make such filings on a timely basis for the period ending March 31, 1997, and
the number of such filings include the following:
REPORTING PERSONS NUMBER OF TRANSACTIONS # OF LATE REPORTS
Winstock Mining Corporation (US) 3 3
Clay County Holdings, Inc. 11 6
William G. Jayroe 2 2
H. Thomas Winn 2 2
Paul J. Burkett 2 2
Fred N. Holabird 2 2
Aaminex Capital Corporation 11 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of December 10, 1997,
with respect to beneficial ownership of the outstanding common stock by (i)
those stockholders known to the Company (whose address is known) that are the
beneficial owners of 5% or more of the Company's outstanding voting stock, (ii)
each Director of the Company, (iii) all named Executive Officers, and (iv) all
Directors and Officers, as a group.
The outstanding voting securities of the Company (entitled to one vote per
share) is 8,509,236 shares of common stock (as of the record date) in which
stock the entire voting power of the Company is lodged. The record date for the
determination of shareholders entitled to notice of, and to vote at, this
meeting is December 10, 1997. Pursuant to the bylaws of the Company, cumulative
voting is not allowed.
Name and Address of Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
Winstock Mining Corporation (U.S) 1,669,580 19.62%
1506 - 2008 Fullerton Avenue
North Vancouver, British Columbia V7P 3G7
H. Thomas Winn (1) 1,532,898 18.01%
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056
<PAGE>
David K. McCaleb (2) 2,852,908 33.53%
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056
Paul J. Burkett (3) 220,670 2.59%
P.O. Box 761
Goldfield, Nevada 89013
Hubert T. Wen (4) 122,434 1.44%
P.O. Box 571595
Houston, Texas 77257-1595
William G. Jayroe (5) 32,088 .38%
7030 Empire Central Drive
Houston, Texas 77040
Elizabeth A. Woods 35,654 .42%
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056
Aaminex Capital Corporation (1) 1,514,564 17.80%
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056
Clay County Holdings, Inc. (2) 2,852,658 33.52%
3040 Post Oak Blvd., Inc.
Houston, Texas 77056
All Directors and Officers 4,796,652 56.37%
as a group (5 persons)
- --------------------------------------------------------------------------------
(1) Except for options to purchase 18,334 shares, all of the shares listed are
controlled directly or indirectly through Aaminex Capital Corporation, of which
H. Thomas Winn is President. 1,333,333 of these shares are the subject of an
option agreement to exercise the shares held by Winstock Mining Corporation
(U.S.). As long as the option remains contingent and unexercised, Mr. Winn
exercises no voting or investment power, with respect to the shares subject to
the options. The shares listed are the same shares owned by Winstock Mining
Corporation (U.S.). The information in this table shall not be construed as a
statement that Mr. Winn is the beneficial owner of the securities covered by the
statement for purposes of Section 13(d) or 13(g) of the Securities Act of 1933.
(2) Mr. McCaleb, the Secretary of the Company, is also the President of Clay
County Holdings, Inc. Except for 250 shares owned personally by Mr. McCaleb, the
shares indicated are the shares held by Clay County Holdings, Inc. as set forth
above in the table of Beneficial Owners. Mr. McCaleb is also the son-in-law of
H. Thomas Winn, the President of the Company.
(3) Included in Mr. Burkett's beneficial ownership are options to purchase
18,334 shares.
(4) Included in Mr. Wen's beneficial ownership are options to purchase 5,000
shares.
(5)Included in Mr. Jayroe's beneficial ownership are options to purchase 12,084
shares.
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the total return on the Company's Common Stock with
the cumulative total return on the Chicago Board of Options Exchange Gaming
Index for the period from April 29, 1994, the date upon which the Common Stock
was listed on the NASDAQ Bulletin Board, through March 31, 1997. The comparison
reflects the investment of $100 on April 29, 1994, and the reinvestment of
dividends (if paid), in the Company's Common Stock (for which no dividends have
been paid), and in the Chicago Board of Options Exchange Gaming Index. The stock
performance of the Company reflected in this comparison is not necessarily
indicative of the future stock price performance of the Company's Common stock.
COMPARISON OF TOTAL RETURN BETWEEN NEVADA GOLD & CASINOS, INC.,
AND THE CHICAGO BOARD OF OPTIONS EXCHANGE GAMING INDEX
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
GAX NGCS
April 29, 1994 100.0 100.0
March 31, 1995 85.8 127.3
March 31, 1996 112.1 136.4
March 31, 1997 87.5 39.4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the information with respect to the Chief
Executive Officer and other Officers of the Company who received total annual
salary and bonus for the fiscal year which ended March 31, 1997, in excess of
$100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG - TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------- ------------------------
NAME AND PRINCIPAL FISCAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
H. Thomas Winn, 1996 - - - - -
President 1995 - - - 18,334 -
1994 - - - - -
</TABLE>
(1) Mr. Winn did not receive perquisites or other personal benefits, securities,
or property, valued in excess of 10% of the total of the reported annual
salary and bonus.
The Company does not have any pension plans.
ITEM 2
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors wishes to obtain from the stockholders a
ratification of the Board's action in appointing Pannell Kerr Forster of Texas,
P.C. as independent auditors for the Company for the fiscal year ending March
31, 1998. Such ratification requires the affirmative vote of a majority of the
shares of Common Stock present, or represented by proxy, and entitled to vote at
the Annual Meeting. The engagement of Pannell Kerr Forester of Texas, P.C., for
audit services has been approved by the Board of Directors.
In the event the appointment of Pannell Kerr Forster of Texas, P.C., as
independent auditors for the fiscal year 1997, is not ratified by the
stockholders, the adverse vote will be considered as a direction to the Board of
Directors to select other auditors for the following year. However, because of
the difficulty in making any substitution of auditors so long after the
beginning of the current year, it is contemplated that the appointment for
fiscal year 1997 will be permitted to stand unless the Board finds other good
reason for making a change.
The Board of Directors unanimously recommends a vote for Item 2.
ITEM 3
CERTAIN ACTIONS OF THE BOARD OF DIRECTORS AMENDING THE ARTICLES OF
INCORPORATION
On March 8, 1996, the Board of Directors passed a resolution increasing the
number of authorized shares of common stock of the Company from 25,000,000 to
30,000,000.
On September 16, 1996, the Board of Directors passed a resolution approving
a 3-for-1 reverse stock split of the common stock of the Company which reduced
the authorized shares of common stock from 30,000,000 to 10,000,000 and
increased par value from $.04 per share to $.12 per share.
On December 31, 1996, the Board of Directors and shareholders having at
least a majority of the voting power of the shares of the Company authorized the
issuance of 500,000 shares of preferred stock of the Company with a par value of
$10.00 per share. The resolution authorized the preferred stock to be issued in
one or more series which may be determined at the time of issuance by the Board
of Directors, without further action by shareholders. The authorizations were
approved by unanimous consent of the Board of Directors without a meeting and
5,338,489 votes representing shares held by a majority of shareholders of the
Company were cast in favor of the authorizations.
<PAGE>
On December 18, 1997, the Board of Directors passed a resolution authorizing
an increase in the number of authorized shares of common stock of the Company by
10,000,000 shares to permit the Company to raise additional capital and to
explore acquisitions and mergers.
These resolutions of the Board of Directors serve to amend the Articles of
Incorporation of the Company. The Board of Directors believe it advisable that
these actions amending the Articles of Incorporation be approved by the
shareholders of the Company and notice of the request for approval is hereby
given in accordance with the requirements of the laws of the State of Nevada.
The Board of Directors recommend a vote FOR all amendments to the
Articles of Incorporation.
LEGAL PROCEEDINGS
In October 1997, the Company became aware that a lawsuit had been filed in
August 1997 under Case Number H-97-2955 in the United States District Court for
the Southern District of Texas, Houston, Texas by James R. Cleveland, Plaintiff,
against the Company and twenty-three (23) other Defendants, including all the
Directors and two Officers of the Company. Mr Cleveland, who is an inmate in a
Texas county jail, proceeding under a pauper's affidavit, alleged that the
Defendants conspired to defraud and deceive him for the purpose of securing an
investment of funds in the Company. The Company's counsel responded to this
lawsuit, which Company management concluded was frivilous, and, upon motion of
the Company's counsel, the lawsuit was dismissed on or about December 17, 1997.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the meeting. However, if any other matter is properly presented, it is the
intention of the persons, named in the enclosed form of proxy, to vote in
accordance with their best judgment on such matter.
STOCKHOLDER PROPOSALS
Any proposal to be presented at next year's Annual Meeting must be received
at the principal executive offices of the Company, not later than March 1, 1998.
Direct any proposal to the attention of the Secretary for consideration for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting. Any such proposals must comply in all respects with the rules and
regulations of the Securities and Exchange Commission.
By Order of the Board of Directors
/s/ DAVID K. MCCALEB
David K. McCaleb
Secretary
January 9, 1998
Houston, Texas
<PAGE>
This Proxy is solicited on behalf of the Board of Directors of
Nevada Gold & Casinos, Inc.
Annual Meeting of Shareholders
The undersigned shareholder of NEVADA GOLD & CASINOS, INC., a Nevada
corporation, hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement, each dated January 9, 1998, and hereby appoints William G.
Jayroe and David K. McCaleb, and each of them, proxies and attorneys-in-fact,
with full power of substitution to each, on behalf and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Shareholders
of NEVADA GOLD & CASINOS, INC., to be held on February 9, 1998, at 2:30 p.m.,
Local Time, at the Crowne Plaza Hotel, 2222 West Loop South, Houston, Texas
77027, and at any adjournment(s) thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if they were personally present,
as follows:
Management recommends that shareholders vote "FOR" each of the nominees
listed below:
H. Thomas Winn |_| FOR |_| AGAINST Paul Burkett |_| FOR |_| AGAINST
Hubert T. Wen |_| FOR |_| AGAINST William G. Jayroe |_| FOR |_| AGAINST
Management recommends that shareholders vote "FOR" ratification of the
selection of Pannell Kerr Forster of Texas, P.C. as auditors-of-record for the
1997 fiscal year ending March 31, 1998.
|_| FOR |_| AGAINST
Management recommends that shareholders vote "FOR" approval of the proposed
amendments to the Articles of Incorporation of the Company.
|_| FOR |_| AGAINST
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED AT THE DISCRETION OF THE PROXY HOLDER.
Either of such attorneys or substitutes shall have, and may exercise, all of
the powers of said attorneys-in-fact hereunder.
Date ___________________________ Date ________________________________
Signature ______________________ Signature ___________________________
Print Name _____________________ Print Name __________________________
(This Proxy should be read, 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.)
