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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 1998
GLOBAL CASINOS, INC.
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(Exact name of registrant as specified in its charter)
Utah 0-15415 87-0340206
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State or other jurisdiction Commission file (IRS Employer
of incorporation or number Identification No.
organization
4465 Northpark Drive, Colorado Springs, Colorado 80907
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 756-3777
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS
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On June 11, 1998, Global Casinos, Inc. (the "Company") and its wholly-owned
subsidiary Global Alaska Industries, Inc., an Alaska corporation ("GAI")
executed and delivered an Agreement to Convert Debt (the "Agreement") with
Mark Griffin ("Griffin").
In connection with the Company's acquisition of Alaska Bingo Supply, Inc.
("ABS") in August 1997, GAI issued its Promissory Note to Griffin, the sole
shareholder of ABS, in the principal amount of $4,000,000 representing payment
of a portion of the purchase price for the shares of ABS Common Stock acquired
in the acquisition. Pursuant to the terms of the Agreement, Griffin has
agreed to convert, and has converted, the principal balance due and owing
under the Note of $3,853,291, and accrued and unpaid interest thereon in the
amount of $15,202, into (i) 340,329 shares of the Company's Series B
Convertible Preferred Stock ("Series B Preferred Stock"), having a face value
of $10.00 per share, and (ii) a convertible Promissory Note in the principal
amount of $450,000 (the "Second Note"). By agreement of the parties, the
conversion was deemed effective March 31, 1998 (the "Effective Date"). Each
share of Series B Preferred Stock is convertible, at the option of the holder,
into one share of the Company's Common Stock at any time commencing the
earlier of (i) one year from the date of issue or (ii) upon the effective date
of a Registration Statement registering for sale under the Securities Act of
1933, as amended (the "Securities Act"), the shares of the Company's Common
Stock issuable upon such conversion ("Conversion Stock"); provided, however,
that in no event shall the Series B Preferred Stock be convertible into more
than 311,550 shares of Common Stock (the "Maximum Aggregate Conversion")
without the approval of the Company's shareholders. The Maximum Aggregate
Conversion is a number equal to 19.9% of the Company's total issued and
outstanding shares of Common Stock, without giving effect to the conversion.
The Company has the option, but not the obligation, to redeem all or any
portion of the Series B Preferred Stock at a redemption price of $10.00 per
share. Holders of the Series B Preferred Stock are entitled to receive an
annual dividend payable at the rate of 8% per annum. The outstanding shares
of Series B Preferred Stock are non-voting, except as required by law.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements
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None
(b) Pro Forma Financial Information
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Included herewith is a "pro forma" balance sheet of the Company
as of May 31, 1998 giving retroactive effect to May 31, 1998 of the
transactions provided for and consummated in connection with the Agreement.
(c) EXHIBITS
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Item Title
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1.0 Agreement to Convert Debt
2.0 Certificate of Designation of Rights and
Preferences of Series B Convertible Preferred Stock
3.0 Convertible Promissory Note<PAGE>
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GLOBAL CASINOS, Inc. and Subsidiaries
Pro Forma Balance Sheet
as of May 31, 1998
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<PAGE>
Global Casinos, Inc. and Subsidiaries
Consolidated Pro Forma Balance Sheets
<TABLE>
<CAPTION>
May 31,
1998
(unaudited)
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<S> <C>
Assets
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Current assets:
Cash $ 953,107
Accounts receivable:
Related parties 82,600
Trade, net of allowance for doubtful accounts
of $11,609 at May 31, 1998 312,039
Employees 21,614
Inventory 302,338
Marketable securities 19,065
Current portion of notes receivable 165,226
Other 60,299
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Total current assets 1,916,288
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Land, buildings and equipment:
Land 533,350
Buildings 4,886,020
Equipment 1,849,827
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7,269,197
Accumulated depreciation (1,970,719)
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Net land, buildings and equipment 5,298,478
Other assets, net of amortization of
$22,469 at May 31, 1998 281,067
Leasehold and contract rights, net of
amortization of $1,321,774 at May 31, 1998 2,111,743
Goodwill, net of amortization of
$193,405 at May 31, 1998 3,744,428
Notes receivable, net of current portion,
and including receivables in default 316,988
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$13,668,992
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</TABLE>
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Global Casinos, Inc. and Subsidiaries
Consolidated Pro Forma Balance Sheet
(Continued)
<TABLE>
<CAPTION>
May 31,
1998
(unaudited)
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<S> <C>
Liabilities and stockholders' equity
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Current liabilities:
Accounts payable $ 737,654
Accrued expenses 1,049,537
Accrued interest 225,804
Note payable 50,000
Current portion of long-term debt
including debt in default 1,746,893
Mandatory redeemable convertible
Class A preferred stock, in default 36,000
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Total current liabilities 3,845,888
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Long-term debt, less current portion 3,152,875
Other 18,546
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3,171,421
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Commitments and Contingencies
Stockholders' equity:
Class A preferred stock - Convertible
nonvoting, $2 par value:
Authorized - 10,000,000 shares
Issued and outstanding - 147,750 shares
at May 31, 1998 268,538
Class B preferred stock - Convertible
nonvoting, $.01 par value:
Authorized - 10,000,000 shares
Issued and outstanding - 332,948 shares
at May 31, 1998 3,396
Common stock - $.05 par value:
Authorized - 50,000,000 shares
Issued and outstanding - 1,565,586 shares
at May 31, 1998 11,217
Additional paid-in capital 12, 640,098
Accumulated deficit (6,271,566)
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6,651,683
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$13,668,992
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</TABLE>
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SIGNATURE
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.
GLOBAL CASINOS, INC.
Date: 07/06/98 By: /s/ Stephen G. Calandrella
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Stephen G. Calandrella, President
