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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 15, 1996
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AMERICAS GAMING INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-15540-B 06-1189563
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
690 South Rock Boulevard, Reno, Nevada 89502
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 856-4005
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On June 15, 1996, the Company completed a private placement of 512,500
shares of its 10% Cumulative Convertible Preferred Stock (the "Preferred
Stock"). Each share of the Preferred Stock is convertible at any time at the
holder's option into 3 shares of the Company's common stock. Annual cumulative
dividends of $1.00 per share are payable to the holders quarterly commencing
July 1, 1996.
The Company received gross proceeds of $5,125,000 from the private
placement, which will be used to acquire and install slot machine and video
gaming equipment in Lima, Peru and in Namibia in accordance with previously
executed gaming contracts, to expand the Company's operations in Costa Rica by
installing additional machines, to continue infrastructure development in South
Africa and Mexico, and to develop a sales and marketing force to promote the
Company's business and explore opportunities in additional emerging gaming
markets.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company has provided herewith a pro forma balance sheet (unaudited)
dated as of March 31, 1996. The pro forma balance sheet has been adjusted to
reflect the effect on the Company's assets and liabilities of: (i) the private
placement of Preferred Stock; and (ii) the completion of a conversion of certain
debt into common stock of the Company.
EXHIBITS.
1. Pro forma balance sheet (unaudited) dated as of March 31, 1996.
2
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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 hereunto duly authorized.
AMERICAS GAMING INTERNATIONAL, INC.
Date: June 20, 1996 By /s/ Bill R. Williams
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Bill R. Williams, President
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EXHIBIT 1
PRO FORMA BALANCE SHEET
AMERICAS GAMING INTERNATIONAL, INC.
MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
COMPANY
ASSETS ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
CASH ASSETS:
CASH AND CASH EQUIVALENTS $ 24,644 1 4,492,923 $ 4,517,567
ACCOUNTS RECEIVABLE 20,053 20,053
INVENTORY 119,252 119,252
PREPAID EXPENSES 31,104 31,104
CURRENT PORTION 85,200 85,200
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TOTAL CURRENT ASSETS 280,253 4,773,176
DEFERRED UNDERWRITING COSTS 165,237 1 (86,022) 79,215
DEFERRED FUTURE PROJECT COSTS 69,429 69,429
PROPERTY AND EQUIPMENT 2,469,709 2,469,709
GAMING LICENSE AGREEMENT 2,257,508 2,257,508
INVESTMENT IN SAGI 45,000 45,000
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TOTAL ASSETS $5,287,136 $ 9,694,037
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE $ 170,697 $ 170,697
ACCRUED INTEREST 59,730 59,730
ACCRUED LIABILITIES 18,642 18,642
NOTES PAYABLE AND ACCRUED INTEREST;
RELATED PARTY 7,225 7,225
NOTES PAYABLE - CURRENT PORTION 549,990 549,990
STOCK SUBSCRIPTION PAYABLE
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TOTAL CURRENT LIABILITIES 806,284 806,284
NOTES PAYABLE 2,349,990 2 (1,874,238) 475,752
STOCKHOLDERS' EQUITY:
COMMON STOCK $.001 PAR VALUE;
25,000,000 SHARES AUTHORIZED:
7,898,676 ISSUED AND OUTSTANDING
AT MARCH 31, 1996. 6,962 2 937 7,899
PREFERRED STOCK: $.001 PAR VALUE
5,000,000 SHARES AUTHORIZED;
512,500 SHARES ISSUED AND
OUTSTANDING AT MARCH 31, 1996. 1 5,125 5,125
ADDITIONAL PAID IN CAPITAL 3,732,276 1 4,401,776
2 1,873,301 10,007,353
ACCUMULATED DEFICIT (1,608,376) (1,608,376)
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2,130,862 8,412,001
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $5,287,136 $ 9,694,037
</TABLE>
(1) THE ADJUSTMENT NECESSARY TO REFLECT THE RESULTS OF THE PREFERRED STOCK
OFFERING, HAD IT BEEN COMPLETED AS OF MARCH 31, 1996.
(2) THE ADJUSTMENT NECESSARY TO REFLECT THE EFFECTS OF CONVERTING THE LONG
TERM DEBT (BRIDGE FINANCING) TO EQUITY AS IF THE TRANSACTION HAD BEEN
COMPLETED AS OF MARCH 31, 1996.
