SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
_________________________________________
FORM 8-K/A
CURRENT REPORT-AS AMENDED
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): December 19, 1995
EXECUTONE INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-11551 86-0449210
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
478 Wheelers Farms Road, Milford, Connecticut 06460
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 876-7600
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Item 2. Acquisition or Disposition of Assets.
On December 19, 1995 (the "Closing Date"), the Registrant
acquired 100% of the common stock of Unistar Gaming Corp., a
Delaware corporation ("Unistar"). Unistar has an exclusive
five-year contract to design, develop, finance, and manage
the National Indian Lottery ("NIL"). The NIL will be a
national telephone lottery authorized by federal law and be
a compact between the State of Idaho and the Coeur d'Alene
Indian Tribe of Idaho ("CDA"). In return for providing
these management services to the NIL, Unistar will be paid a
fee equal to 30% of the profits of the NIL.
The Registrant acquired 100% of Unistar for 3.7 million
shares of Executone Common Stock, 250,000 shares of
Cumulative Convertible Preferred Stock, Series A ("Series A
Preferred Stock") and 100,000 shares of Cumulative
Contingently Convertible Preferred Stock, Series B ("Series
B Preferred Stock.").
The Series A Preferred Stock will have voting rights equal
to one share of Common Stock and will earn dividends equal
to 18.5% of the consolidated Retained Earnings of Unistar as
of the end of a fiscal period, less any dividends paid to
the holders of the Series A Preferred Stock prior to such
date. The Series B Preferred Stock will have voting rights
equal to one share of Common Stock and will earn dividends
equal to 31.5% of the consolidated Retained Earnings of
Unistar as of the end of a fiscal period, less any dividends
paid to the holders of the Series B Preferred Stock prior to
such date. All dividends on Preferred Stock are payable (i)
when and as declared by the Board of Directors, (ii) upon
conversion or redemption of the Series A and Series B
Preferred Stock or (iii) upon liquidation. The Series A and
Series B Preferred Stock is redeemable for 13.3 million
shares of Common Stock (Series A Preferred Stock is 4.925
million shares and Series B Preferred Stock is 8.375 million
shares) at the Registrant's option. It is also convertible
for up to an additional 13.3 million shares of Common Stock
(Series A Preferred Stock is 4.925 million shares and Series
B Preferred Stock is 8.375 million shares) if Unistar meets
certain revenue and profit parameters. Shareholder approval
is required in the event that any of the conditions for
conversion or redemption of the Series B Preferred Stock are
met.
The NIL cannot become operational until the resolution of a
pending legal proceeding. Certain states have attempted to
block the NIL by filing Section 1084 letters preventing long-
distance carriers from providing service to the NIL. The
CDA has initiated legal action to argue that the lottery is
authorized by the Indian Gaming Regulatory Act ("IGRA")
passed in 1988, that IGRA preempts state and federal
statutes, and that the states lack authority to issue the
Section 1084 notifications letters to any carrier. The
Registrant believes the CDA position will be upheld.
Item 7. Financial Statements and Exhibits.
(a), (b) Financial statements of business acquired
and pro forma financial information.
Pursuant to Item 7 of Form 8-K, the Registrant is not
required to file financial statements or pro forma financial
information.
(c) Exhibits (incorporated by reference to the Unistar
Acquisition Registration Statement on Form 8-K filed on
January 5, 1996).
(2) Agreement and Plan of Merger By and Among
Executone Information Systems, Inc., Executone Newco, Inc.,
and Unistar Gaming Corp. Pursuant to 601 (b) (2) of
Regulation S-K, the exhibits to this Agreement, with the
exception of Exhibit 1.26 "Articles of Amendment" which
describes the new classes of preferred stock, are omitted.
The Registrant will furnish supplementally to the Commission
any omitted exhibit upon request.
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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 thereunto duly
authorized.
EXECUTONE INFORMATION SYSTEMS, INC.
By:/s/ Anthony R. Guarascio
Anthony R. Guarascio
Vice President, Finance and
Chief Financial Officer
Date: February 12, 1996
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EXHIBIT INDEX
Exhibit
Number Document
2 Agreement and Plan of Merger By and Among Executone
Information Systems, Inc., Executone Newco, Inc., and
Unistar Gaming Corp., including Exhibit 1.26 of subject
agreement entitled "Articles of Amendment". Other
exhibits to this Agreement are omitted pursuant to
601 (b) (2) of Regulation S-K. *
* Incorporated by reference to the Unistar Acquisition
Registration Statement on Form 8-K filed on January 5, 1996.
