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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] 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, MARCH 24, 1997 AT 2:30 P.M.
AT THE J. W. MARRIOTT HOTEL
5150 WESTHEIMER
HOUSTON, TEXAS 77056
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 and until their successors have been elected and qualified.
2. To ratify the selection of Arthur Andersen LLP, as auditors-of-record for
the 1996 fiscal year, ending March 31, 1997.
3. 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 February 24, 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.
David K. McCaleb
Secretary
Houston, Texas
February 24, 1997
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
(PRINCIPAL EXECUTIVE OFFICE)
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement which is first being mailed to stockholders on or about
Monday, February 24, 1997, 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 J. W. Marriott Hotel, 5150
Westheimer, Houston, Texas, 77056, telephone number (713) 961-1500 on Monday,
March 24, 1997, 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 Monday, February 24,
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 February 24, 1997, the Company had
outstanding 8,316,357 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 nomiees, for reasonable expenses incurred by them
in forwarding proxy material to beneficial owners of shares of the Common Stock.
Management will respond to stockholder's 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.
The Company has incorporated, by reference, a portion of its Annual Report on
Form 10-K for the fiscal year, ended March 31, 1996.
<PAGE>
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.
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. Messrs. Winn, Burkett, and Jayroe, are presently members of the Board
of Directors. Each Director and nominee Hubert T. Wen have agreed to serve, if
elected.
H. THOMAS WINN, 56, 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 the motion pictures, to commercial real estate and mining projects.
PAUL J. BURKETT, 75, Mr. Burkett, was instrumental in the acquisiton of the
Colorado properties, and Past-President of Pacific Gold Corporation for seven
years prior to the name change. He is now a Director of Nevada Gold & Casinos,
Inc. 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. He is one of the largest individual
stockholders in the Company, and has continually assisted the Company in
locating capital, seeking gaming opportunities, and introducing potential
joint-venture partners.
WILLIAM G. JAYROE, 40, 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, 38, Director Nominee. Mr. Wen is President of Tempest, Inc., an
apartment investor, based in Houston, Texas, and is currently as 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.
COMMITTEES OF THE BOARD AND ATTENDANCE
The Board of Directors of the Company presently has the following standing
committees:
(A) THE AUDIT COMMITTEE, currently comprised of Messrs. Jayroe and
Holabird. The Audit Committee, which held one meeting during the Company's last
fiscal year, is authorized to nominate the Company's independent auditors, and
to review with the independent auditors the scope and results of the audit
engagement.
(B) COMPENSATION COMMITTEE, currently comprised of Messrs. Burkett and
Holabird. The Compensation Committee, which held one meeting during the
Company's last fiscal year, recommends compensation levels for Executive
Officers of the Company, and is authorized to consider, and make grants of
options pursuant to the Consultant and Employee Stock Option Plan, and the
Non-Qualified Stock Option Plan and to administer such plans.
<PAGE>
(C) TECHNICAL COMMITTEE, currently comprised of Messrs. Burkett, Holabird,
and Winn. The Technical Committee which held one meeting during the Company's
last fiscal year, is responsible for mining, and real property activities of the
Company.
Six Directors Meetings were held during the last fiscal year. Each acting
incumbent attended at least 75% of meetings, either in person or by telephone
conference calls.
The Company does not have a Directors Nominating Committee, such function being
reserved to the entire Board of Directors.
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) 56 President
Elizabeth A. Woods 48 Treasurer/CFO
David K. McCaleb 34 Secretary
Paul J. Burkett (1) 75 Vice President in Charge of Mining
- --------------------------------------------------------------------------------
(1) Biographical information, with respect to this Officer, was previously
described in Item 1.
ELIZABETH A. WOODS (age 48). Mrs. Woods joined the company, as Treasurer/CFO in
November 1996, and was previously with Post Oak Bank in Houston for 13 years,
which she served as Senior Vice President and Controller.
DAVID K. MCCALEB (age 34). Mr. McCaleb has been with the Company since 1993, and
served as Treasurer since 1994 and Secretary of the Company since 1995. For the
prior two years, he operated McCaleb & Associates, a Houston-based accounting
and consulting firm. Previously, 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.
<PAGE>
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 approprate 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 December 31, 1996, 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 5
William G. Jayroe 1 1
H. Thomas Winn 2 2
Paul J. Burkett 2 2
Fred N. Holabird 2 2
Aaminex Capital Corporation 11 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of February 24, 1997 with
respect to beneficial ownership of the outstanding common stock by (i) those
stockholders known to the Company (whose address is shown), 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 8,316,357 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 February 24, 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 20.1 %
1506 - 2008 Fullerton Avenue
North Vancouver, British Columbia V7P 3G7
H. Thomas Winn (1) 1,532,898 18.4 %
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056
David K. McCaleb (2) 3,096,074 37.2 %
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056
<PAGE>
Paul J. Burkett (3) 277,526 3.3 %
P.O. Box 761
Goldfield, Nevada 89013
Hubert T. Wen (4) 60,000 .7 %
10930 Long Shadow Lane
Houston, Texas 77024
William G. Jayroe (5) 18,752 .2 %
7030 Empire Central Drive
Houston, Texas 77040
Aaminex Capital Corporation (1) 1,514,564 18.2 %
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056
Clay County Holdings, Inc. (2) 3,095,824 37.2 %
3040 Post Oak Blvd., Inc.
Houston, Texas 77056
All Directors and Officers 4,985,250 59.9 %
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>
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, ended March 31, 1996, in excess of
$100,000:
SUMMARY COMPENSATION TABLE
LONG - TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------- ---------------------
NAME AND PRINCIPAL FISCAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS COMPENSATION
- --------------------------------------------------------------------------------
H. Thomas Winn, 1995 - - - 18,334 --
President 1994 - - - -- --
1993 - - - -- --
- ------------
(1) Mr. Winn did not receive prerequisites 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.
<PAGE>
STOCK PERFORMANCE GRAPH
The stock performance graph set forth below compares the price of the common
stock for the period of January 1996 through January 1997, with cumulative total
return on the NASDAQ Bulletin Board and a peer group index over the same period.
The company's common stock is quoted on the NASDAQ Bulletin Board under the
symbol NGCS. There are approximately 3,000 stockholders to date. The company has
never paid any dividends with respect to common stock.
Nevada Gold vs. The Chicago Board of
Options Exchange Gaming Index*
NGCI SHARE VS. RELATIVE VALUE GAX
JAN. 1996 - JAN. 1997
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
GAX NGCI
----- -----
1-Jan 6.540 4.500 2.180
26-Jan 6.960 3.941 2.320
23-Feb 7.440 6.000 2.480
22-Mar 7.980 6.188 2.660
19-Apr 9.120 5.250 3.040
17-May 9.600 4.313 3.200
14-Jun 9.840 4.875 3.280
12-Jul 8.160 3.938 2.720
9-Aug 7.800 6.000 2.600
6-Sep 7.620 6.469 2.540
4-Oct 7.800 4.870 2.600
1-Nov 6.930 4.500 2.310
29-Nov 6.960 4.000 2.320
27-Dec 6.660 3.125 2.220
*CBOE GAMING INDEX (GAX)
Argosy Gaming Co., Aztar Corp., Circus Circus, Grand Casinos, Harrah's
Entertainment, International Gaming Technology, Jackpot Enterprises Inc., MGM
Grand Inc., Mirage Resorts, Players International Inc., Primadonna Resorts, Rio
Hotel & Casino, Showboat Inc., Station Casinos, Trump Hotels
<PAGE>
CERTAIN TRANSACTIONS
The Company has loaned money to BSH, Inc., amounting to $381,811.00 as of March
31, 1996 at a rate of 10% per annum. The President of the Company, also serves
as the Secretary of BSH, Inc. BSH, Inc., rendered services associated with an
environmental cleanup. The note is secured by property contiguous to the Gold
Mountain project, which the Company has an option to purchase.
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 Arthur Andersen LLP, as independent auditors
for the Company, for the fiscal year, ending March 31, 1997. 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 Arthur Andersen LLP, for audit services has been approved by
the Board of Directors. In the event the appointment of Arthur Andersen LLP, as
independent auditors for the fiscal year, 1996, 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, 1996, 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.
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 judgement 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, 1997.
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
David K. McCaleb
Secretary
February 24, 1997
Houston, Texas
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
NEVADA GOLD & CASINOS, INC.
ANNUAL MEETING OF STOCKHOLDERS
MARCH 24, 1997
The undersigned stockholder of NEVADA GOLD & CASINOS, INC., a Nevada
corporation, hereby acknowledges receipt of the Notice of Annual Stockholders,
and Proxy Statement, each dated February 24, 1997, and hereby appoints William
G. Jayroe, and David K. McCaleb, 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 Stockholders of NEVADA GOLD & CASINOS, INC., to be held on Monday, March 24,
1997, at 2:30 P.M., Local Time, at the J.W. Marriott Hotel, 5150 Westheimer,
77056, located across from the Galleria, 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
stockholders vote "FOR" each of the nominees listed below:
H. Thomas Winn [ ]FOR [ ]AGAINST Paul J. Burkett [ ]FOR [ ]AGAINST
Hubert T. Wen [ ]FOR [ ]AGAINST William G. Jayroe [ ]FOR [ ]AGAINST
- --------------------------------------------------------------------------------
Management recommends that stockholders vote "FOR" the ratification of the
selection of Arthur Andersen LLP, as auditors-of-record for the 1996 fiscal year
ending March 31, 1997. as auditors-of-record for the
<PAGE>
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.)
